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").
(Please note that this memorandum supersedes in its entirety the correspondence
filed via Edgar on July 22, 2005.) 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 six
paragraphs set forth below. Given that the Registrant is updating the
Registration Statement to include financial information for the six months ended
June 30, 2005, it also has updated the disclosure which is the subject of the
Staff's first comment to reflect activity for such six-month period. Thus, while
the Staff's request for further explanation of the reduction in the loss ratio
is still appropriate, the explanation has evolved to some extent as the
importance of the various causal factors originally cited has shifted. For
example, the favorable development from prior period reserve estimates was less
of a factor for the six months ended June 30, 2005 comparison than it was for
the three months ended March 31, 2005 comparison.

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                  The loss ratio for our personal lines segment for the first
         six months of 2005 was 39.6% as compared to 70.0% for the corresponding
         period in 2004.

                  The decrease in our personal lines loss ratio was primarily
         attributable to 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. To a lesser extent,
         favorable reserve development in both our Midwest homeowners insurance
         line and our personal automobile insurance line also contributed to the
         decrease in the personal lines loss ratio. Excluding the effects from
         the change in the mix of business and the favorable reserve
         development, the personal lines loss ratio was substantially unchanged.

                  Primarily 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 47.7% in the first six
         months of 2005 from 69.9% in the first six months of 2004. Our new
         Florida homeowners insurance line had a loss ratio of 38.4% in the
         first half of 2005, and represented 70.0% of net premiums earned in our
         personal line segment for such six-month period, as compared to 0% of
         net premiums earned in the first half of 2004. Excluding the effects of
         changes to prior period reserve estimates, our personal automobile
         insurance line had a loss ratio of 87.5% in the first half of 2005, and
         represented 10.0% of net premiums earned in our personal lines segment,
         as compared to a loss ratio of 68.6% in the first half of 2004,
         representing 69.9% of net premiums earned in our personal lines
         segment.

                  Favorable development of prior period reserve estimates
         reduced losses and loss adjustment expenses in our personal lines
         segment by $1.1 million in the first half of 2005 from $6.5 million to
         $5.4 million, reducing the loss ratio from 74.7% to 70.0% for such
         six-month period. The favorable development of $1.l million was
         comprised of $436,000 from our personal automobile line and $670,000
         from our Midwest homeowners line. There were no significant changes to
         prior period reserve estimates in our personal lines segment during the
         first half of 2004.

                  The $435,000 favorable development in the personal automobile
         line was comprised of $645,000 of reserve redundancies primarily from
         the 1998 through 2003 accident years within the personal injury and
         other liability coverages, offset by $209,000 of adverse development in
         the 2004 accident year. These liability coverages require more years to
         fully develop and the case reserves are subject to greater uncertainty
         than for property coverages. This favorable development was primarily
         attributable to lower than expected loss development in our liability
         coverages.

                  The $670,000 favorable development in our Midwest homeowners
         line 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

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         case reserves at the time. We generally require about 12 to 24 months
         before the reserves in our homeowners line are sufficiently developed.

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.

         RESPONSE: In response to the Staff's second comment, the Registrant
proposes to replace the last paragraph (and table immediately following such
paragraph) on page 70 of the Prospectus with the following:

                  At December 31, 2004, our best estimate of our ultimate
         liability for loss and loss adjustment expense reserves, net of
         reinsurance recoverables, was $60.0 million. Our estimate of loss and
         loss adjustment expense reserves is necessarily derived through
         actuarial analysis and requires substantial judgment in the course of
         establishing the reserves. We established a reasonable range of net
         reserves of approximately $56.0 million to $65.4 million primarily by
         reviewing the various actuarial methods used to estimate net loss and
         loss adjustment expense reserves by each coverage or product line. We
         calculated the high end of the range by applying more weight to the
         results from methods that generated higher estimates and we calculated
         the low end of the range by applying more weight to the results from
         methods that generated lower estimates.

<Table>
<Caption>
                                                 NET RESERVES AT DECEMBER 31, 2004
                                            -----------------------------------------
                                            PERSONAL         COMMERCIAL
                                              LINES            LINES
                                             SEGMENT          SEGMENT          TOTAL
                                            ---------       ------------      -------
                                                      (DOLLARS IN THOUSANDS)
<S>                                         <C>             <C>              <C>
Low end of range......................       $11,870          $44,118        $55,988
Carried reserves......................        12,290           47,727         60,017
High end of range.....................        15,991           49,364         65,355
</Table>

                  We further generated a sensitivity analysis of our net
         reserves based on reasonably likely changes to the key assumptions
         which drive our reserves. Our most significant assumptions are the loss
         development factors applied to paid losses and case reserves to develop
         IBNR by product or coverage. Although historical loss development
         provides us with an indication of future loss development, it typically
         varies from year to year. Thus, for each accident year

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         within each product or coverage we select one loss development factor
         out of a range of historical factors. Our sensitivity analysis
         provides for possible variations from the selected loss development
         factors based on the year-to-year variations of historical loss
         development.

                  Two reserve analyses were performed; one which increased loss
         development factors based on the higher end of the historical range of
         loss development; and another which decreased our loss development
         factors based on the lower end of the historical range of loss
         development. These changes were performed by product line or coverage,
         as applicable, for the most recent two to four accident years. We
         believe that the historical range of loss development provides a good
         indication of reasonably likely changes to our reserve estimate.

                  Such changes in key assumptions would have increased or
         decreased net reserves as of December 31, 2004 by $4.5 million or $4.7
         million, respectively. If net reserves were $4.5 million greater as of
         December 31, 2004 our net income in 2004 and shareholders' equity as of
         December 31, 2004 would have been lower by $3.0 million. Conversely, if
         net reserves were $4.7 million less as of December 31, 2004 our net
         income in 2004 and shareholders' equity as of December 31, 2004 would
         have been greater by $3.1 million. We do not believe such changes to
         our reserve balance would have a material impact on our liquidity.

                  The following table illustrates the results of the changes to
         the net reserve balances resulting from the sensitivity analysis by
         segment as of December 31, 2004.

<Table>
<Caption>
                                                     NET RESERVES AT DECEMBER 31, 2004
                                                 -----------------------------------------
                                                  PERSONAL       COMMERCIAL
                                                   LINES            LINES
                                                  SEGMENT          SEGMENT         TOTAL
                                                 ----------      -----------      --------
                                                           (DOLLARS IN THOUSANDS)
<S>                                              <C>             <C>              <C>
Low end of range.......................           $11,333         $43,962         $55,295
Carried reserves.......................            12,290          47,727          60,017
High end of range......................            14,908          49,584          64,492
</Table>

                  Given the numerous factors modified in the analysis, as well
         as the variety of coverages analyzed, we do not believe that it would
         be reasonably practicable to provide more detailed disclosure regarding
         the individual changes to the loss development factors and their
         individual effects on the total reserves. Furthermore, there is no
         precise method for subsequently evaluating the impact of any specific
         factor on the adequacy of reserves, because the eventual deficiency or
         redundancy is affected by multiple factors.

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