SecProbe.io

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Mail Stop 6010

								November 3, 2005

Steven G. Fauth, Esq.
Senior Vice President and General Counsel
Tower Group, Inc.
120 Broadway, 14th Floor
New York, New York 10271

	Re:	Tower Group, Inc.
		Post-effective amendment to Form S-1 on Form S-3
		Filed November 1, 2005
		File No. 333-127730

Dear Mr. Fauth:

	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.

	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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Selling Stockholders, page 23

1. Please identify the selling stockholder either as a broker-
dealer
or as an affiliate of a broker-dealer, as applicable.

2. Please note that if the selling stockholder is a broker-dealer,
the
prospectus must state that the seller is an underwriter.  It is
not
sufficient to state they "may be" an underwriter, as you currently
disclose on page 25.  The only exception to this rule is if the
broker-dealer received the securities as compensation for
underwriting
activities.

3. If the selling stockholder is an affiliate of a broker-dealer,
the
prospectus must state that:

* the selling stockholder purchased in the ordinary course of
business; and
* at the time of the purchase of the securities to be resold, the
selling stockholder had no agreement or understanding, directly or
indirectly, with any person to distribute the securities.

If the selling stockholder is an affiliate of a broker-dealer and
you
are not able to make these statements in the prospectus, the
prospectus must state that the selling stockholder is an
underwriter.
Please revise the prospectus as appropriate.

*	*	*

	As appropriate, please amend your filing in response to these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	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 all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  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.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us with a letter, 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;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

	Please contact Greg Belliston at (202) 551-3861 or me at
(202)
551-3715 with any questions.

								Sincerely,

								Jeffrey P. Riedler
								Assistant Director

cc:	John Schwolsky, Esq.
	Matthew Ricciardi, Esq.
	LeBoeuf, Lamb, Greene & MacRae, L.L.P.
	125 West 55th Street
	New York, New York 10019
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Steven G. Fauth, Esq.
Tower Group, Inc.
November 3, 2005
Page 1

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