Mail Stop 6010

									October 18, 2005


Fred R. Lowe, President
Amcomp Incorporated
701 U.S. Highway One
North Palm Beach, Florida  33408


Re:  	Amcomp Incorporated
Form S-1 Registration Statement
	File No. 333-128272


Dear Mr. Lowe:

      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.


Comments applicable to the entire filing

1. We note that your filing contains numerous omissions throughout
the prospectus which relate to the offering price range or the
number
of shares you will sell.  These omissions include but are not
limited
to:

* Summary Financial Data
* Use Of Proceeds
* Capitalization
* Dilution
* The Option Grants Table
* Shares Eligible For Future Sale
* The Principal Stockholders Table
* Description of Capital Stock

 Rule 430A requires you to include this information in your filing
based upon an estimate of the offering price within a bona fide
range
you disclose on the cover page and based upon an estimate of the
number of shares you will sell.  We consider a bona fide range to
be
$2 if the price is under $20 and 10% if it is above $20.  You
should
include the required information in an amendment prior to
circulating
a "red herring" prospectus.

2. Provide us with copies of all the graphic, photographic or
artistic materials you intend to include in the prospectus prior
to
its printing and use.  Please note that we may have comments.
Please
also note that all textual information in the graphic material
should
be brief and comply with the plain English guidelines regarding
jargon and technical language.

3. We note that you have not yet filed most of the exhibits to the
registration statement.  Please file them with your first
amendment.
If you intend to request confidential treatment for any of the
information included in the exhibits you should file the request
as
soon as possible.  Please note that we will not issue comments on
a
request for confidential treatment unless the exhibits related to
the
filing have been publicly filed.  If you submit a confidentiality
request, we will not be in a position to accelerate effectiveness
until all issues relating to the request have been resolved.

4. We note the name AMCOMP is also used by the American Society of
Worker`s Compensation Professionals.  Please revise your document
to
explain that you are not affiliated with this organization.



Cover page

5. Please revise the Registration fee table to identify the shares
to
be sold by the company and the shares to be sold by the selling
shareholders separately.

Summary

6. The disclosure in this section is very unbalanced and does not
present an accurate picture of your company and your operations.
For
example,

* Balance your disclosure related to gross premiums growth by also
discussing net income.  It is not appropriate to discuss revenues
without also discussing net income.

* Include a discussion of your S&P rating and explain that BB is
the
5th of 8 ratings and is intended to indicate companies that have
marginal financial security characteristics and adverse business
conditions could lead to an insufficient ability to meet financial
commitments.

* Discuss the negative effects of not having an AM Best rating,
including a discussion that some companies have policies requiring
that their insurance provider have a specific minimum AM Best
rating.

* Balance the discussion titled "Competitive Strengths" with a
discussion of your weaknesses.  This discussion should be as a
prominent as the discussion of your strengths.

7. You have cited some industry statistics prepared by AM Best.
Please provide the reports on which these statements are based.
These reports should be marked to indicate the supporting
information.

8. We note your statement that your case load is significantly
lower
than that at many of your competitors.  Please tell us the basis
for
your belief.

9. Provide support for your statement that your weighted average
accident year net loss ratio over the last ten years is 19.1
percentage points lower than the workers` compensation insurance
industry`s for the same period.

10. Please revise to explain the term "accident year net loss."
The
discussion should explain the importance of this statistic in
addition to how it is calculated.  Similary revise the related
discussion in the "Business" section.

Summary Historical Consolidated Financial Data, page 7

11. Your current presentation that includes labeling each column
as
unaudited creates the impression that the columns not marked as
such
have been audited.  Please clarify for us whether the auditors
performed an audit in compliance with SAS 42 of this information
or
revise the presentation accordingly

Risk Factors, page 10

12. We note that you reduced your excess of loss reinsurance and
now
maintain a greater amount of the risk of loss.  Please revise to
include a separate risk factor disclosing this change and the
potential consequences.

We may not be able to collect on our reinsurance receivables,
which
would adversely affect out financial condition, page 10

13. Please identify the reinsurance company that owes you $42.1
million and if any of these amounts are still outstanding,
disclose
when the receivable was due.  Also disclose this in the discussion
of
Reinsurance on page 51.

14. We note that you have also made a claim for reinsurance for
$1.9
million that is currently past due.  Please identify the
reinsurance
company that is responsible for this amount.

Insurance ratings may become important to our agents..., page 12

15. Revise to clarify that there are companies that will not
purchase
policies from insurance companies that are not rated by AM Best
and
do not maintain a minimum AM Best rating.  Explain how this may
have
resulted in a slower growth rate than if you had favorable AM Best
rating.

16. Revise to explain that the Standard & Poor`s rating is the 5th
of
8 ratings and is intended to indicate companies that have marginal
financial security characteristics and adverse business conditions
could lead to an insufficient ability to meet financial
commitments.


We may require additional capital in the future, which may not be
available or may be available only on unfavorable terms, page 13

17. Please revise to disclose how long you expect your current
resources and the proceeds from the offering to last.

The insurance business is subject to extensive regulation that
limits
the way we can operate our business, page 13

18. Please revise the discussion of the submission of a risk based
capital plan and the Florida OIR`s examination of your assets,
liabilities and operations to include all information that is
relevant to this risk, rather than providing a cross reference to
Management`s Discussion and Analysis of Financial Condition and
Results of Operations.  What were the Florida OIR`s conclusions
based
on the examination of your assets, liabilities and operations?  It
may be necessary to include this discussion as a separate risk
factor
discussion.

19. Why has the Illinois insurance regulatory agency limited your
operations by imposing this maximum on the annual premiums you can
write?  What is involved in obtaining an increase?

As we only offer workers` compensation insurance, negative
developments in this industry would adversely affect our business,
page 16

20. Please revise the risk factor discussion to provide examples
of
the types of negative developments that might affect your
business.
Additionally, you should also discuss the risks related to your
geographic concentration and the concentration of policies held by
contracting companies.

Litigation and legal proceedings against our reinsurance
subsidiaries
could have an adverse effect on our business, results of
operations
and/or financial condition, page 17

21. For any material lawsuits, please disclose the nature and
amount
of claims.


Recent investigations into insurance brokerage and reinsurance
practices could cause volatility in our stock and adversely affect
our business, page 18

22. To the extent that you engage in any of the practices
identified
as the subject of various investigations, setting fees paid to
brokers based on the volume of business placed by the broker,
contingent fees to brokers, etc., please disclose this information
in
the risk factor discussion.

23. Explain how you could suffer increased credit risk if any of
your
agents suffer financial difficulties as a result of these
investigations or proceedings.

You will experience immediate and substantial dilution as a result
of
this offering and may experience additional dilution in the
future,
page 20

24. Please revise to compare the book value per share after the
offering to the price per share.

We will be exposed to risks relating to evaluations of our
internal
controls over financial reporting required by Section 404 of the
Sarbanes-Oxley Act of 2002, page 22

25. Please revise to identify the material weaknesses that were
identified.

Forward Looking Statements and Associated Risks, page 23

26. Please delete the last paragraph on page 24.  It is not
appropriate to disclaim liability for any statements in your
registration statement.

Dilution, page 28

27. Please revise your presentation to reconcile from actual net
tangible book value instead of "Pro forma as adjusted net tangible
book value after this offering."


Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 32

Critical Accounting Policies, page 33

Loss and Loss Adjustment Expenses, page 33

28. 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 Management`s Discussion and Analysis.  Accordingly,
please revise MD&A to include the following information:

a) Because IBNR reserve estimates are more imprecise, please
disclose
the amount of IBNR separately from case reserves.
b) Please revise your discussion of the multiple methods employed
by
your actuary to include the high and the low estimate generated
amongst the nine methods.

Results of Operations, page 41

29. We note that the increases in gross premiums written from
period
to period were the result of increases in policy volume and
underwriting new business.  It is not clear if these two phrases
mean
the same thing.  Please explain.  To the extent that the increases
are due to an increase in policies in effect, please quantify the
increase in the number of policies.

Investments, page 52

30. Your disclosure on page 43 under the heading "Net realized
investment gain (loss)" states that you chose to realize some
gains
in that period.  We further note that the gain realized based on
that
decision had a significant impact on the amount of net income
reported in that period.  Please expand this discussion to include
more detail related to the decision to sell securities and to
disclose what management`s investment strategy is when certain
economic conditions persist, i.e. low interest-rate environment or
vice-versa, and the impact this will have on the investment
portfolio.  Please include in this discussion the impact that
these
economic conditions may have on the results of operations, i.e.
realized gains or losses and investment income, and liquidity,
i.e.
investment turnover and yields.  Also include the specific factors
that caused management to make this decision in the period that it
did.

Contractual Obligations and Commitments, page 54

31. It does not appear that you included the interest payments
associated with the "Long-Term Debt Obligations" in this table.
Please revise your presentation to include these amounts.

Business, page 58

Loss and Loss Adjustment Expense Reserves, page 71

32. Based on the information in your table on page 73 that
reconciles
the changes in your reserves, it appears that management
significantly revised its estimate of loss reserves recorded in
prior
years.  Please revise Management`s Discussion and Analysis to more
fully explain the reason for this change in estimate.  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 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 the 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 note that you make several revisions to the information in
this table from what you present in your financial statements
including the losses related to the write-off of the recoverable
from
Reliance and Legion Insurance Companies as well as the impact of
the
second injury funds.  Please explain to us why you feel that this
presentation is appropriate given that it does not reflect all of
the
activity within your reserves for the periods presented.

34. Please revise the ten year development table to present it on
a
gross basis, or if you choose to continue to present the
information
on a net basis, revise it to include the following additional data
for each year in the ten-year table:
* A reconciliation of the net end of period liability with the
related gross liability;
* The gross re-estimated liability as of the end of the latest re-
estimation period with separate disclosure of the related re-
estimated reinsurance recoverable; and
* The gross cumulative redundancy or deficiency.

35. In addition, it does not appear that the amounts disclosed in
this table agree with the amounts presented in the table on page
73
or in the financial statements.  Please resolve or disclose the
reason for these differences.

Competition, page 80

36. Please revise the description of your S&P rating to also state
that the rating "BB" is given to companies that have marginal
financial security characteristics.

Management, page 87

37. Please revise the discussion of Kumar Gursahaney`s prior
experience to disclose his employment in each of the past five
years.
The applicable dates should be included in the discussion.

38. We note your statement on page 90 that you currently have five
directors.  However, in the table on page 87 you only identify
four
directors and an individual who will become a director upon
completion of the offering.  Please revise to identify the
additional
director and provide all the required disclosure.  You should also
indicate that this individual will cease to be a director upon
completion of the offering if that is the case.


Principal and Selling Stockholders, page 99

39. Please revise to provide a discussion of how the securities
were
acquired by the selling shareholders.

40. If either of the non natural persons who are selling
shareholders
are broker dealers, they must be identified as underwriters.  If
either of the non natural persons who are selling shareholders are
affiliates of broker dealers, please include the representation
that
they purchased the shares in the ordinary course of business and
did
not have an intent to distribute the securities.  If you cannot
make
these representations, then the selling shareholder must be
identified as an underwriter.

41. Please revise to identify the natural persons who have
investment
and voting control over the shares held by The Sprout Group.

Underwriting, page 107

42. We note that FBR will be facilitating an Internet
distribution.
Tell us the procedures they will use in their selling effort and
how
they intend to comply with the requirements of Section 5 of the
Securities Act of 1933 particularly with regard to how offers and
final confirmations will be made and how and when purchasers will
fund their purchases.  If your procedures have already been
reviewed
by the Division of Corporation Finance, please tell us when they
were
reviewed and tell us whether there have been any changes to your
procedures since they were reviewed.

43. We note you intend to conduct a directed share offering.
Please
provide us with any material you have sent or intend to send to
these
potential purchasers such as a "friends and family letter."  Tell
us
when you first sent them or intend to send them to these potential
purchasers.  Tell us whether the sale will be handled by you
directly
or by the underwriting syndicate.  Tell us the procedures you or
the
underwriter will employ in making the offering and how you will
assure that this offer will meet the requirements of Section 5 of
the
Securities Act and Rule 134.  We may have further comments.

44. Tell us whether you or the underwriters have any arrangements
with a third party to host or access your preliminary prospectus
on
the internet.  Also, tell us who the party is and the address of
the
website.  Describe the material terms of the agreement and provide
us
with a copy of any written agreement.  Provide us with copies of
all
information concerning your company or the offering that appears
on
the third party website.  We may have further comments.

Financial Statements - December 31, 2004

Consolidated Statements of Operations, page F-4

45. Please explain to us why you included the "Loss on
commutation"
within your revenues.  Please include any references to the
applicable authoritative literature that supports this treatment.

46. Please revise you presentation to include a pro forma EPS that
reflects the conversion of the preferred shares for the most
recent
fiscal year.

Notes to Consolidated Financial Statements, page F-7

1.  Nature Of Operations And Significant Accounting Policies, page
F-
7

Deferred Policy Acquisition Costs, page F-8

47. Please expand your disclosure to clarify the type and nature
of
costs included in the deferral.

5.  Premiums Receivable, page F-17

48. Please revise your accounting policies to include a discussion
of
your accounting related to the determination of allowance for
doubtful accounts.  Further explain to us why your estimate of
annual
charges to this allowance was reduced from $4.3 million, for 2003,
to
$156,000, for 2004, when write-offs appear to continue to
approximate
$3 million per year.  Refer to Schedule V - Valuation and
Qualifying
Accounts on page S-8.

8.  Federal and State Income Taxes, page F-21

49. Please explain to us what resulted in the "Change in deferred
tax
rate" line item that so significantly impacted your current year
provision.

16.  Stock Options, page F-27

50. In the first paragraph of this note on page F-27 you state
that
you determined fair value as the "fair market value of the common
stock on the date of grant based on valuation provided by
independent
third party."  Please name the third party in your "Experts"
section
of the document and include a consent from that third party.

Part II

Item 15. Recent Sales of Unregistered Securities

51. Please revise to describe the offerings of options during the
last three years.  Your disclosure should identify the persons or
class of persons that received the options and when each issuance
was
made.  Additionally, you should describe the factual basis
supporting
your determination that the issuance was exempt under Section 4(2)
of
the Securities Act.


*	*	*	*	*

      As appropriate, please amend your registration statement 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 supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR under the form type label CORRESP.
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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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 this action 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.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact James Peklenk at 202-551-3661 or Jim
Atkinson
at 202-551-3674 if you have questions regarding comments on the
financial statements and related matters.  Please contact Mary K.
Fraser at 202-551-3609 or me at 202-551-3610 with any other
questions.


								Sincerely,




								Jeffrey P. Riedler
								Assistant Director



Cc:	Olsham Grundham Frome Rosenzweig & Wolosky LLP
	Park Avenue Tower
	65 East 55th Street
	New York, NY 10022







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Fred R. Lowe
AMCOMP Incorporated
October 18, 2005
Page 14