SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop  6010

      									June 6, 2005

Parker W. Rush
President and Chief Executive Officer
Republic Companies Group, Inc.
222 Delaware Avenue, Suite 900
Wilmington, Delaware 19801

Re:	Republic Companies Group, Inc.
	Registration Statement on Form S-1
	Filed May 10, 2005
      File Number 333-124758

Dear Mr. Rush:

	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 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.

3. 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.

4. 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.
5. We may have further comments regarding capitalization and stock
compensation after you include the IPO offering range in the
filing.
6. Please update your financial statements and file a currently
dated
and signed consent from your independent accountant in the
amendment
for which you will request effectiveness.

Prospectus Summary, page 1

7. As you have chosen to include a summary of your strategy,
please
balance this discussion by including a discussion of the risks and
obstacles you must address in implementing this strategy.
Similarly,
balance the discussion of your strengths with a discussion of your
weaknesses.  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 discussions 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.

8. Please explain the term "short-tail casualty lines"

9. Supplementally, please provide us with a marked copy of the
A.M.
Best Company report supporting your rating.

10. Provide us with independent third party information supporting
your statement that you are a "leading provider of personal and
commercial property and casualty insurance to individuals and
small
to medium-sized businesses primarily in Texas, Louisiana, Oklahoma
and New Mexico."

11. Provide us with the basis for your belief that Texas,
Louisiana,
Oklahoma and New Mexico are among the most profitable markets.
Tell
us why you believe your knowledge of these markets is superior and
how your combination of licenses and charters is unique.

12. Please explain the term "combined ratio" the first time it is
used and explain the significance of its decrease from 2002 to
2004.

13. Please revise the discussion of the A.M. Best ratings to
explain
that the rating indicates our ability to policyholders and is not
an
evaluation directed at investors.  We note that this disclosure
appears elsewhere in the document but it should also be presented
in
the summary.

Risk Factors

If we cannot obtain adequate reinsurance protection for the risks
..., page 12

14. Please disclose what percentage of your business you reinsure.

If our reinsurers do not pay losses in a timely fashion, or at
all,
we may incur ..., page 12

15. 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.

16. Please consider whether a risk factor addressing problems
obtaining reissurance or whether your dependence on any one
reinsurer
or small group of reinsurers is necessary.  For example,
approximately how many companies could provide you with
reinsurance
services in the volume you require?  Consider the difficulties you
would likely encounter in finding and negotiating for reinsurance
from other sources.

17.  If you have had difficulties obtaining reinsurance in the
past,
please disclose these difficulties and their effects on your
operations.

Exposure to Catastrophes, page 13

18. To the extent that you have experienced losses due to
catastrophic events or severe weather, please revise to describe
the
events and quantify your losses.

We rely on managing general agents to underwrite some of our
products
..., page 14

19. Please provide a more specific discussion of how runoff
business
in programs that you have terminated could materially and
adversely
affected your financial condition and results of operations.

If we are unable to maintain our business relationship with our
largest producing ..., page 14

20. Please identify the three MGAs and revise the Business section
to
describe the material provisions of your contractual program
agreements with them.  Also, please file these agreements as
exhibits
to your registration statement or supplementally tell us why you
believe they are not required to be filed.  We may have further
comments.

A decline in our "A- (Excellent)" financial strength rating by
A.M.
Best could ..., page 15

21. If you have any reason to believe you might be subject to a
downgrade by A. M. Best, please revise to include this information
in
the risk factor discussion.

If we are unsuccessful in competing against larger or more well-
established ..., page 16

22. To the extent known or easily obtainable, please identify your
principal competitors` share of the market.

Our investment in Seguors Atlas, S.A. represents a significant
concentration ..., page 18

23. We note your statement that changes in the exchange rate will
have little or no effect on the financial condition or results of
operations of your domestic operations.  Please provide an
explanation of this statement.  Given that the investment
represents
almost 10% of total assets and just over 18% of total
shareholders`
equity, it would seem that fluctuations in your exchange rates
could
result in a loss from this investment and such a loss could
negatively affect your capitalization.   Please advise or revise.

The regulatory system under which we operate, and potential
changes
..., page 19

24. 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.

If the states in which we write insurance drastically increase the
assessments we are required to pay..., page 20

25. Please revise to include the discussion relating to
retaliatory
taxes as a separate risk factor discussion following a heading
that
identifies the risk and potential consequences.

Current legal and regulatory activities relating to the insurance
industry ..., page 21

26. Please state whether you compensate your independent agents
with
contingent fee commissions.  If you do, please consider including
a
separate risk factor that addresses how these investigations and
regulatory activities could affect your operations.

Acquisitions could result in operating difficulties ..., page 22

27. If you have experienced any of the difficulties identified in
the
bullet points, please revise to discuss your experiences and their
effects on your operations.

Public investors will suffer immediate and substantial dilution
...,
page 25
28. Please revise this risk factor to explain that investors who
purchase shares will:

* Pay a price per share that substantially exceeds the value of
your
assets after subtracting its liabilities; and
* Contribute ___% of the total amount to fund the company but will
own only ___% of the shares outstanding.

Use of Proceeds, page 26

29. 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.

30. Please provide the approximate dollar amount that you plan to
contribute to your insurance company subsidiaries, as well as the
amount to be used for any other purposes you identify pursuant to
the
previous comment.

Selected Consolidated and Combined Financial Information, page 32
31. Please provide earnings per share data.

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

Critical Accounting Policies

Recognition of losses and loss adjustment expenses, page 40
32. We note your disclosures beginning on page 80 as it relates to
losses and loss adjustment expenses.  It appears that you have
significantly revised your estimate of loss reserves recorded in
prior years.  Please revise Management`s Discussion and Analysis
to
more fully explain the reasons for your changes in estimates.  For
each line of business, include the following disclosures:

a) Identify the years to which the change in estimate relates and
disclose the amount of the related loss reserve as of the
beginning
of the year that was re-estimated.  Discuss and quantify
offsetting
changes in estimates that increase and decrease the loss reserve.

b) Identify the changes in the key assumptions you made to
estimate
the reserve since the last reporting date.

c) Identify the nature and timing of the change in estimate,
explicitly identifying and describing in reasonable specificity
the
new events that occurred or additional information acquired since
the
last reporting date that led to the change in estimate.

d) Ensure your disclosure clearly explains why recognition
occurred
in the periods that it did and why recognition was not required in
earlier periods.

e) Disclose any trends such as, the number of claims incurred,
average settlement amounts, number of claims outstanding at period
ends along with average per claim outstanding, and any other
trends,
necessary to understand the change in estimate. Please explain the
rationale for a change in estimate that does not correlate with
trends.
33. We believe your disclosure in Management`s Discussion and
Analysis regarding the reserve for loss and loss adjustment
expenses
could be improved to better explain the judgments and
uncertainties
surrounding this estimate and the potential impact on your
financial
statements.  We believe that disclosures explaining the likelihood
that materially different amounts would be reported under
different
conditions or using different assumptions is consistent with the
objective of MD&A.  Accordingly, please revise MD&A to include the
following information for each of your lines of business.

a) Please disclose the reserves accrued as of the latest balance
sheet date presented.  The total of theses amounts should agree to
the amount presented on the balance sheet.

b) Please disclose the range of loss reserve estimates as
determined
by your actuaries.  Discuss the key assumptions used to arrive at
management`s best estimate of loss reserves within that range and
what specific factors led management to believe this amount rather
than any other amount within the range represented the best
estimate
of incurred losses.

c) If you do not calculate a range around your loss reserve, but
instead use point estimates please include the following
disclosures:

* Disclose the various methods considered and the method that was
selected to calculate the reserves.  If multiple point estimates
are
generated, include the range of these point estimates.  Include a
discussion of why the method selected was more appropriate over
the
other methods.
* Discuss how management determined the most appropriate point
estimate and why the other point estimates were not chosen.  Also
clarify whether the company actually records to the point estimate
or
if not, how that estimate is used.
* Include quantified and narrative disclosure of the impact that
reasonably likely changes in one or more of the variables (i.e.
actuarially method and/or assumptions used) would have on reported
results, financial position and liquidity.

d) Because IBNR reserve estimates are more imprecise, please
disclose
the amount of IBNR separately from case reserves for all lines of
business.

e) For each line of your longer tail business with claims for
asbestos-related illnesses, environmental remediation, product
liability and other highly uncertain exposures, please provide
more
precise insight into the existence and effects on future
operations
and financial condition of known trends, events and uncertainties.
Disclosure you should consider, but not be limited to, includes
the
following information:

* the number of claims pending at each balance sheet date;
* the number of claims reported for each period presented;
* the number of claims dismissed, settled, or otherwise resolved
for
each period;
* the nature of the claims including relevant characteristics of
the
claimant population (e.g., involves a large number of relatively
small individual claims of a similar type);
* the total settlement amount for each period;
* the cost of administering the claims;
* emerging trends that may result in future reserve adjustments;
and
* if management is unable to estimate the possible loss or range
of
loss, a statement to that effect.

Liquidity and Capital Resources, page 56
34. Please include in MD&A a more robust discussion of the
reasonably
likely impact 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 of selling
securities before anticipated or the use of credit facilities to
pay
for policy liabilities will have on your future liquidity and
results
of operations.

35. Please indicate if you expect to raise additional funds in the
next 24 months.  If you are unable to determine whether you will
or
not, please disclose the reasons.

36. Please revise to describe all material covenants, rather than
referring to "certain covenants."