SecProbe.io

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                                   MEMORANDUM

VIA EDGAR AND FACSIMILE

For Commission Use Only

Re:      North Pointe Holdings Corporation
         Amendment No. 3 to Registration Statement on Form S-1
         File Number 333-122220

         This memorandum sets forth the proposed response of North Pointe
Holdings Corporation (including its consolidated subsidiaries, the "Registrant")
to the letter of the Staff of the Securities and Exchange Commission (the
"Staff"), dated July 18, 2005, with respect to the above-referenced Amendment
No. 3 to Registration Statement on Form S-1 (the "Registration Statement"). For
your convenience, each of the Staff's comments is set forth below and followed
by the proposed response of the Registrant. Unless otherwise indicated, all
section and page references in such responses are to the prospectus (the
"Prospectus") included as part of Amendment No. 3 to the Registration Statement.

         Please contact Todd B. Pfister, Esq. at (312) 832-4579 should you have
any questions regarding the responses below.

AMENDMENT NO. 3 TO FORM S-1

RESULTS OF OPERATIONS, PAGE 42

LOSSES AND LOSS ADJUSTMENT EXPENSES, PAGE 48

THREE MONTHS ENDED MARCH 31, 2005 AS COMPARED TO THREE MONTHS ENDED MARCH 31,
2004, PAGE 48

1.       REFER TO YOUR RESPONSE TO COMMENT TWO. YOUR REVISED DISCLOSURE DOES NOT
         APPEAR TO QUANTIFY THE FOUR FACTORS IDENTIFIED AS CONTRIBUTING TO THE
         CHANGES IN YOUR LOSS RATIO. PLEASE REVISE YOUR DISCUSSION TO QUANTIFY
         THE AMOUNT OF CHANGE IN YOUR LOSSES CAUSED BY EACH OR [SIC] THE FOUR
         FACTORS IDENTIFIED.

         RESPONSE: In response to the Staff's comment, the Registrant proposes
to replace the last two paragraphs on page 48 of the Prospectus with the
following:

                  The loss ratio for our personal lines segment for the first
         quarter of 2005 was 36.0% as compared to 76.6% for the corresponding
         period in 2004. The decrease in our personal lines loss ratio was
         roughly equally attributable to two factors: (1) the change in the
         mix of business resulting from our ceasing to write policies in our
         personal automobile insurance line effective October 2004, coupled
         with the addition of our Florida homeowners insurance line in December
         2004, and (2) favorable reserve development in both our Midwest
         homeowners insurance line and our personal automobile insurance line.
         Excluding the effect of changes

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         to prior period reserve estimates, the loss ratios for our personal
         automobile and Midwest homeowners were substantially unchanged for the
         first quarter of 2005 as compared to the corresponding period in 2004.

                  As a result of the change in our mix of business, the loss
         ratio for our personal lines segment, before the effects of prior
         period reserve changes, decreased to 50.6% in the first quarter of 2005
         from 69.3% in the first quarter of 2004. Our new Florida homeowners
         insurance line had a loss ratio of 40.7% in the first quarter of 2005,
         representing 21.0% of net premiums earned, as compared to 0% of net
         premiums earned in the first quarter of 2004. Excluding the effects of
         changes to prior period reserve estimates, our personal automobile
         insurance line had a loss ratio of 71.1% in the first quarter of 2005,
         representing 18.0% of net premiums earned, as compared to a loss ratio
         of 72.6% in the first quarter of 2004, representing 68.8% of net
         premiums earned.

                  Favorable development in prior period reserve estimates
         reduced losses and loss adjustment expenses in our personal lines
         segment by $998,000 in the first quarter of 2005 from $3.4 million to
         $2.4 million. In contrast, adverse development in prior period reserve
         estimates increased losses and loss adjustment expenses by $403,000 in
         the first quarter of 2004 from $3.8 million to $4.2 million. Favorable
         development in our personal automobile insurance line and our Midwest
         homeowners insurance line accounted for approximately 80% and 20%,
         respectively, of the reduction in our personal lines loss ratio that
         was attributable to our favorable reserve development.

                  The favorable development was substantially attributable to
         the 2004 and 2003 accident years and resulted from lower than expected
         losses incurred but not reported based on our existing case reserves at
         the time. In the first quarter of 2004, adverse development of prior
         period reserve estimates increased our personal lines loss ratio from
         69.3% to 76.6%. This adverse development was primarily attributable to
         higher than expected losses in our personal injury protection coverage
         in our personal automobile line, partially offset by smaller
         redundancies in our Midwest homeowners line.

BUSINESS, PAGE 60

LOSSES AND LOSS ADJUSTMENT EXPENSES, PAGE 69

2.       WE NOTE YOUR REVISED DISCLOSURE IN RESPONSE TO OUR COMMENT NUMBER FIVE.
         YOUR DISCLOSURE STILL DOES NOT APPEAR TO ANALYZE HOW CHANGES IN THE
         ASSUMPTIONS USED WOULD IMPACT THE CALCULATION OF THE RESERVES. PLEASE
         REVISE YOUR DISCLOSURE TO PROVIDE QUANTIFIED AND NARRATIVE DISCLOSURE
         OF THE IMPACT THAT REASONABLY LIKELY CHANGES IN ONE OF [SIC] MORE OF
         THE MOST SIGNIFICANT DRIVERS OF THE LOSS RESERVE WOULD HAVE ON REPORTED
         RESULTS, FINANCIAL POSITION AND LIQUIDITY.

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         RESPONSE: In an effort to fully respond to the Staff's comment, the
Registrant focused on its key reserve drivers and actuarial analysis. The
resulting analysis indicated that the existing reserve range analysis included
on page 70 reflects the Registrant's key reserve drivers, which are various loss
development factors. The reserve range analysis provides reasonably likely
alternative reserve amounts if the weighting of various loss development factors
were different. In essence, it shows the impact that reasonably likely changes
to key drivers of the loss reserves would have on reported results. The
Registrant believes that the existing range analysis incorporates within it the
sensitivity analysis referred to in the Staff's comment.

         The Registrant recognizes, however, that the prior disclosure did not
clearly reflect this fact. Consequently, the Registrant proposes to supplement
the disclosure on page 70 of the Prospectus in order to facilitate the reader's
understanding of the disclosure. Specifically, the Registrant proposes to add
the following disclosure to the paragraph immediately preceding the range table
on page 70:

         The application of different weights to various methods provides an
         indication of how the ultimate reserve may reasonably differ from our
         carried reserves depending on which key loss development drivers we
         emphasize. More specifically, our assumptions vary depending on whether
         we assign more weight to paid loss development factors, incurred loss
         development factors, or expected loss ratios.

         In addition, the Registrant proposes to add the following two
paragraphs immediately following the table:

                  We believe this range reflects the reasonably likely range
         within which our reserve amounts will fall and reflects the reasonably
         likely event that another set of loss development factors may
         ultimately be more accurate than the set of factors which we assigned
         the most weight. This would result in either adverse or favorable
         development of our current reserve estimate in future periods.

                  We believe the reserve amounts which are nearer to the high
         and low ends of the range are less likely to ultimately develop than
         amounts closer to center of the range. If ultimate reserves were
         recorded at either the high end or the low end of the range, pretax
         income for the year ended December 31, 2004 would be lower or higher,
         respectively, by the difference between the carried reserves and the
         respective range ends. We do not believe our liquidity would be
         materially impacted by such an adjustment.

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