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SEC FILE NUMBER

CUSIP NUMBER

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):	x  Form 10-K o  Form 20-F o  Form 11-K o  Form 10-Q o  Form 10-D o  Form N-SAR o  Form N-CSR
	For Period Ended:	December 31, 2005
	o   Transition Report on Form 10-K
	o   Transition Report on Form 20-F
	o   Transition Report on Form 11-K
	o   Transition Report on Form 10-Q
	o   Transition Report on Form N-SAR
	For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

AFFIRMATIVE INSURANCE HOLDINGS, INC.

Full Name of Registrant

Former Name if Applicable

4450 Sojourn Drive, Suite 500

Address of Principal Executive Office (Street and Number)

Addison, TX 75001

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

x	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
¨	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Affirmative Insurance Holdings, Inc. (the “Company”) will be unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the “2005 Form 10-K”) by the March 16, 2006 because the Company’s management is finalizing its review of certain accounting matters relating to financial statement presentation and its assessment related to the Company’s internal control over financial reporting as of December 31, 2005, as required by Section 404 of the Sarbanes-Oxley Act of 2002, and requires additional time to complete such review and assessment. Management believes the preparation of its 2005 Form 10-K is substantially complete, subject to the resolution of certain accounting presentation matters and the completion of management’s assessment of the Company’s internal control over financial reporting.

The Company is required to comply with Section 404 of the Sarbanes-Oxley Act of 2002 for the first time as of December 31, 2005. Management’s testing of the internal control over financial reporting as of December 31, 2005, is substantially complete and the Company is in the process of evaluating identified deficiencies.

Due to the additional time required by the Company to complete these activities, the Company cannot file its 2005 Form 10-K within the prescribed period without unreasonable effort or expense. The Company currently anticipates that the 2005 Form 10-K will be filed no later than the fifteenth calendar day (March 31, 2006) following the date on which the 2005 Form 10-K was due (March 16, 2006).

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Mark E. Pape	972	728-6481
(Name)	(Area Code)	(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).
	Yes x     No o

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes x     No o
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
	Management, in consultation with the Audit Committee of the Board of Directors, has determined that certain of the consolidating elimination entries used to prepare previously filed financial reports were not made in conformity with generally accepted accounting principles. The erroneous elimination entries had no effect on reported net income, earnings per share or stockholders’ equity, but did have the effect of materially understating gross revenues and expenses and misstating certain assets and liabilities. Accordingly, management has determined, and the Audit Committee concurs with management’s determination, that previously issued audited consolidated financial statements as of December 31, 2004 and for the year then ended and the previously issued unaudited interim consolidated financial statements as of and for the quarters and year to date periods ended March 31, 2005, June 30, 2005, and September 30, 2005, should be restated and should no longer be relied upon. Management is currently assessing whether the audited financial statements for the years ended December 31, 2002 and December 31, 2003 might also be restated to reflect the correction of consolidating elimination entries. The Company has discussed this matter with its independent public accounting firm. The anticipated effect of the restatements on the consolidated statements of operations for the affected periods is presented below.

EFFECT OF RESTATEMENTS ON PREVIOUSLY ISSUED
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands)
Unaudited

	For the Year ended
	December 31, 2004
	As Restated			As filed			Difference
Net premiums earned	$	194,341		$	194,341		$	—
Commissions and fees		126,679			92,014			34,665
Net investment income		2,327			2,327			—
Realized gains (losses)		(8	)		(8	)		—
Total Revenues		323,339			288,674			34,665
Losses and loss adjustment expenses		128,969			128,969			—
Policy acquisition and operating expense		152,313			117,648			34,665
Interest expense		588			588			—
Total expenses		281,870			247,205			34,665
Income tax expense		15,319			15,319			—
Minority interest, net of income taxes		804			804			—
Equity in unconsolidated subsidiaries, net of income taxes		913			913			—
Net income	$	24,433		$	24,433		$	—

	For the Quarter ended
	March 31, 2005
	As Restated			As filed			Difference
Net premiums earned	$	47,210		$	47,210		$	—
Commissions and fees		38,346			24,761			13,585
Net investment income		227			227			—
Realized gains (losses)		(17	)		(17	)		—
Total Revenues		85,766			72,181			13,585
Losses and loss adjustment expenses		31,708			31,708			—
Policy acquisition and operating expense		42,084			28,499			13,585
Interest expense		217			217			—
Total expenses		74,009			60,424			13,585
Income tax expense		4,207			4,207			—
Minority interest, net of income taxes		95			95			—
Equity in unconsolidated subsidiaries, net of income taxes		173			173			—
Net income	$	7,282		$	7,282		$	—

	For the Quarter ended								For the Six Months ended
	June 30, 2005								June 30, 2005
	As Restated			As filed			Difference		As Restated			As filed			Difference
Net premiums earned	$	43,738		$	43,738		$	—	$	90,948		$	90,948		$	—
Commissions and fees		30,766			23,111			7,655		69,112			47,872			21,240
Net investment income		363			363			—		590			590			—
Realized gains (losses)		(3	)		(3	)		—		(20	)		(20	)		—
Total Revenues		74,864			67,209			7,655		160,630			139,390			21,240
Losses and loss adjustment expenses		28,149			28,149			—		59,857			59,857			—
Policy acquisition and operating expense		37,287			29,632			7,655		79,371			58,131			21,240
Interest expense		174			174			—		391			391			—
Total expenses		65,610			57,955			7,655		139,619			118,379			21,240
Income tax expense		3,311			3,311			—		7,518			7,518			—
Minority interest, net of income taxes		212			212			—		307			307			—
Equity in unconsolidated subsidiaries, net of income taxes		250			250			—		423			423			—
Net income	$	5,481		$	5,481		$	—	$	12,763		$	12,763		$	—

	For the Quarter ended						For the Nine Months ended
	September 30, 2005						September 30, 2005
	As Restated		As filed		Difference		As Restated			As filed			Difference
Net premiums earned	$	50,328	$	50,328	$	—	$	141,276		$	141,276		$	—
Commissions and fees		27,901		21,436		6,465		97,013			69,308			27,705
Net investment income		799		799		—		1,389			1,389			—
Realized gains (losses)		11		11		—		(9	)		(9	)		—
Total Revenues		79,039		72,574		6,465		239,669			211,964			27,705
Losses and loss adjustment expenses		35,468		35,468		—		95,325			95,325			—
Policy acquisition and operating expense		32,862		26,397		6,465		112,233			84,528			27,705
Interest expense		135		135		—		526			526			—
Total expenses		68,465		62,000		6,465		208,084			180,379			27,705
Income tax expense		4,150		4,150		—		11,668			11,668			—
Minority interest, net of income taxes		274		274		—		581			581			—
Equity in unconsolidated subsidiaries, net of income taxes		173		173		—		596			596			—
Net income	$	5,977	$	5,977	$	—	$	18,740		$	18,740		$	—

The Company intends to restate the previously issued financial statements to reflect a correction of an error with respect to consolidating elimination entries. The restatements have no impact on previously reported net income, earnings per share or stockholders’ equity. The restated audited consolidated financial statements as of December 31, 2004 and for the year then ended and the unaudited interim consolidated financial statements as of and for the quarters and year to date periods ended March 31, 2005, June 30, 2005, and September 30, 2005 will be included in the 2005 Form 10-K, which the Company expects to file with the SEC on or before March 31, 2006.

AFFIRMATIVE INSURANCE HOLDINGS, INC.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date March 16, 2006	By:	/s/ Mark E. Pape
		Mark E. Pape
		Executive Vice President and Chief Financial Officer