8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
April 3, 2006

HCC INSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 001-13790
(Commission File
Number) 76-0336636
(IRS Employer
Identification No.)

13403 Northwest Freeway
Houston, Texas
(Address of principal executive offices) 77040-6094
(Zip Code)

Registrant’s telephone number, including area code: (713) 690-7300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

     Text materials related to the HCC Insurance Holdings, Inc. (“HCC”) investor presentation are attached as Exhibit 99.1 and are also available at HCC’s website at www.hcc.com.

     Attached hereto as Exhibit 99.2 is the Chairman’s Letter to Shareholders to be included in HCC’s Annual Report to Shareholders for the fiscal year ended December 31, 2005. Forward-looking statements contained in the attached Chairman’s 2005 Letter to Shareholders are made under “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. The types of risks and uncertainties which may affect HCC are set forth in its periodic reports filed with the Securities and Exchange Commission.

     The information contained herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

No.	Exhibit
99.1	Investor Presentation
99.2	Chairman’s 2005 Letter to Shareholders

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HCC INSURANCE HOLDINGS, INC.
Date: April 3, 2006	By:	/s/ Christopher L. Martin
		Christopher L. Martin,
		Executive Vice President and General Counsel

EXHIBIT INDEX

No.	Exhibit
99.1	Investor Presentation
99.2	Chairman’s 2005 Letter to Shareholders

EX-99.1

Exhibit 99.1

Investor Presentation

NOTICE ABOUT THIS PRESENTATION ABOUT FORWARD LOOKING STATEMENTS: This presentation contains certain "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. These forward looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, included in this presentation that address activities, events or developments that we expect or anticipate may occur in the future, including, such things as future capital expenditures, business strategies, competitive strengths, goals, growth of our business and operations, plans, and references to future successes may be considered forward looking statements. Also, when we use the words such as "anticipate", "believe", "estimate", "expect", "intend", "plan", "probably", or similar expressions, we are making forward looking statements. Many risks and uncertainties may impact the matters addressed in these forward looking statements. Many possible events or factors could affect our future financial results and performance. These could cause our results or performance to differ materially from those we express in our forward looking statements. Although we believe that the assumptions underlying our forward looking statements are reasonable, any of these assumptions, and therefore also the forward looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward looking statements included in this presentation, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved. Our forward looking statements speak only as of the date made and we will not update these forward looking statements unless the securities laws require us to do so. In light of these risks, uncertainties and assumptions, the forward looking events discussed in this presentation may not occur. PRESENTATION FORMATTING: Certain figures included in this publication have been rounded for presentation and are provided for comparative purposes only. Our periodic reports filed with the Securities and Exchange Commission contain more detailed information, including specific figures.

OVERVIEW

CORPORATE PROFILE Specialty Insurance since 1974 Based in Houston, Texas with offices across the USA and international offices in Bermuda, Spain and the U.K. Diversified operations include Insurance Companies, Underwriting Agencies and Intermediaries Rated A+ (Superior) by A.M. Best Company and AA (Very Strong) by Standard & Poor's

CORPORATE PHILOSOPHY Long Term Growth of Shareholders Equity Capital Preservation Diversification of Operations Disciplined Underwriting Cycle Management Conservative Investments

SHAREHOLDERS EQUITY ($ in millions) $1,500 $1,000 $500 1998 2000 2002 2004 2006E $2,000 See Notice About This Presentation

SHAREHOLDERS EQUITY ($ in millions) 2003 $1,000 2004 $1,300 $1,700 2006 Estimate $2,000 2005 See Notice About This Presentation

RETURN ON EQUITY 2003 16% 2004 16% 15% 2006 Estimate 18% 2005 See Notice About This Presentation

GROWTH IN BOOK VALUE (per share data) 2003 $ 10.91 2004 $ 12.97 $15.29 2005 2006 Estimate $17.75 See Notice About This Presentation

OPERATIONS

EXECUTIVE MANAGEMENT Stephen Way Age 57 Chairman & CEO Edward Ellis Age 63 EVP & CFO

SENIOR MANAGEMENT Robert Thomas Age 42 EVP - Credit & Surety Pamela Penny Age 50 SVP - Finance Craig Kelbel Age 51 EVP - Life, A&H Barry Cook Age 45 EVP - International

OPERATIONS (Subsidiaries / Divisions) Michael Schell (Property & Casualty) Houston Casualty Company U.S. Specialty Insurance Company Avemco Insurance Company PIA HCC Global (US) Covenant Underwriters Robert Thomas (Credit & Surety) American Contractors Indemnity Company United States Surety Company HCC Credit Underwriters HCC Indemnity Guaranty Craig Kelbel (Life, Accident & Health) HCC Life Insurance Company Perico Life Insurance Company HCC Specialty Underwriters Barry Cook (International) HCC International Insurance Company HCC Europe HCC Global (International) Rattner Mackenzie

OPERATIONS MANAGEMENT (U. S.) Andrew Stone Age 41 HCC Global (Hartford) Carl Petty, Jr. Age 59 Perico Life (St. Louis) Richard Klein Age 59 HCC Surety (Maryland) Adam Pessin Age 34 HCC Surety (Los Angeles) Elder Brown Age 53 CUL (New Orleans) Laurence Donnelly Age 47 HCCIG (NYC) William Hubbard Age 45 HCC Specialty (Boston) Michael Donovan Age 46 Aviation (Houston)

OPERATIONS MANAGEMENT (International) Nick Hutton-Penman Age 39 HCC International (UK) Michael Onslow Age 46 Property & Energy (UK) Charles Manchester Age 44 HCC International (UK) Matthew Fairfield Age 40 HCC Global (Spain) James Davidson Age 59 Credit & Surety (UK) Dean Carberry Age 39 RML (Bermuda) Steven Ahern Age 45 RML (UK)

OPERATIONS (Lines of Business) Michael Schell (Property & Casualty) Aviation Directors' & Officers' Professional Indemnity Kidnap & Ransom Marine Employers Practice Liability Craig Kelbel (Life, Accident & Health) Medical Stop Loss Group Life Products Disability Contingency Robert Thomas (Credit & Surety) Surety Credit Financial Guarantee Barry Cook (International) Property, Marine & Energy Directors' & Officers' Professional Indemnity Surety Credit Accident & Health

NET WRITTEN PREMIUM ($ in millions) 2003 $900 2004 $1,100 $1,500 2005 2006 Estimate $1,900 See Notice About This Presentation

GAAP COMBINED RATIO (* effected by catastrophes) 2003 91.0 % 2004* 90.7% 93.1% 2006 Estimate 87.5% 2005* See Notice About This Presentation

FINANCIALS

BALANCE SHEET

STRONG BALANCE SHEET Conservative Loss Reserves Strong Liquidity Low debt to total capital ratio of 16% Low Risk Investment Portfolio Assets of more than $7.0 Billion

NET LOSS RESERVES ($ in millions) 2002 $500 2003 $700 $1,100 2004 2005 $1,500 See Notice About This Presentation

CASH FLOW ($ in millions) 2002 $175 2003 $530 $670 2004 2005 $625 See Notice About This Presentation

INVESTMENT ASSETS ($ in millions) 2002 $1,200 2003 $1,700 $2,500 2004 2005 $3,300 See Notice About This Presentation

1st Qtr Tax Exempt Securities 35 Short Term Investments 26 Other 4 Taxable Securities 35 Taxable Securities - 35% Average Rating - AA+ Average Maturity: 2.7 years Duration: 2.4 years Tax Exempt Securities - 35% Average Rating - AAA Average Maturity: 12.6 years Duration: 7.2 years Other 4% December 31, 2005 $3,300 million Short Term Investments - 26% CONSERVATIVE INVESTMENT PORTFOLIO

TOTAL ASSETS ($ in millions) 2002 $3,700 2003 $4,900 $5,900 2004 2005 $7,100 See Notice About This Presentation

INCOME STATEMENT

REVENUE: NET EARNED PREMIUM ($ in millions) 2003 $700 2004 $1,000 $1,400 2005 2006 Estimate $1,600 See Notice About This Presentation

REVENUE: FEE & COMMISSION INCOME ($ in millions) 2003 $143 2004 $182 $134 2005 2006 Estimate $120 See Notice About This Presentation

REVENUE: INVESTMENT INCOME ($ in millions) 2003 $47 2004 $65 $99 2005 2006 Estimate $120 See Notice About This Presentation

TOTAL REVENUE ($ in millions) 2003 $950 2004 $1,300 $1,600 2005 2006 Estimate $1,900 See Notice About This Presentation

NET EARNINGS ($ in millions) 2003 $144 2004 $163 $196 2005 2006 Estimate $300 See Notice About This Presentation

NET EARNINGS PER SHARE 2003 $1.49 2004 $1.65 $1.79 2005 2006 Estimate $2.55 See Notice About This Presentation

KEY STRENGTHS

DIVERSIFICATION / MANAGEMENT DEPTH 17 operating units Strong management team with 11 entrepreneurs BALANCE SHEET Conservative loss reserves Low debt to total capital ratio of 16% Low risk investment portfolio

EARNINGS Consistent earnings throughout insurance cycle Rapid growth from investment income and in total revenue Record earnings for past 3 years and projected for 2006 Estimated over 40% growth in EPS for 2006 LONG TERM INVESTMENT ROE 13% last 5 years despite 9/11 and hurricane activity in 2004 and 2005 BV per share growth of 17% during same period Dividend increased 10 years consecutively

TOTAL % RETURN ON BV PER SHARE 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 1993-2005 Average ANNUAL CHANGE IN BVPS, INCLUDING DIVIDENDS* 63.2 9.2 42.9 1.8 19.9 17.2 4.0 15.0 21.0 16.1 17.7 20.8 20.1 20.7 10.0 1.3 37.5 23.0 33.4 28.6 21.0 (9.1) (11.9) (22.1) 28.7 10.9 4.9 12.0 ANNUAL CHANGE IN S&P 500, INCLUDING DIVIDENDS** *After tax **Pre-tax YEAR

HCC vs. S&P (As of March 29, 2006)

NOTICE ABOUT THIS PRESENTATION ABOUT FORWARD LOOKING STATEMENTS: This presentation contains certain "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. These forward looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, included in this presentation that address activities, events or developments that we expect or anticipate may occur in the future, including, such things as future capital expenditures, business strategies, competitive strengths, goals, growth of our business and operations, plans, and references to future successes may be considered forward looking statements. Also, when we use the words such as "anticipate", "believe", "estimate", "expect", "intend", "plan", "probably", or similar expressions, we are making forward looking statements. Many risks and uncertainties may impact the matters addressed in these forward looking statements. Many possible events or factors could affect our future financial results and performance. These could cause our results or performance to differ materially from those we express in our forward looking statements. Although we believe that the assumptions underlying our forward looking statements are reasonable, any of these assumptions, and therefore also the forward looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward looking statements included in this presentation, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved. Our forward looking statements speak only as of the date made and we will not update these forward looking statements unless the securities laws require us to do so. In light of these risks, uncertainties and assumptions, the forward looking events discussed in this presentation may not occur. PRESENTATION FORMATTING: Certain figures included in this publication have been rounded for presentation and are provided for comparative purposes only. Our periodic reports filed with the Securities and Exchange Commission contain more detailed information, including specific figures.

EX-99.2

Exhibit 99.2

Chairman’s 2005 Letter to Shareholders

April, 2006

To Our Shareholders,

Despite hurricanes Katrina, Rita and Wilma and a reinsurance commutation, we were still able to record the best results in our history, helping propel our shareholders’ equity to a record $1.7 billion. We had an exceptional year in 2005 and remain very optimistic about the future and our ability to continue to return above average results for our shareholders.

We had an exceptional year in 2005 and remain
very optimistic about the future and our ability
to continue to return above average results for
our shareholders.

Net earnings increased 20% to $195.9 million, or $1.79 per diluted share in 2005 compared to $163.0 million, or $1.65 per diluted share in 2004,even with after tax losses of $58.2 million, or $0.53 per diluted share for hurricane activity and $16.9 million, or $0.15 per diluted share due to the reinsurance commutation. Clearly, our ability to achieve record earnings despite these losses is due to the profitability of our non-catastrophe businesses and strong investment income.

Total revenue grew 28% to a record $1.6 billion in 2005 compared to the previous year, primarily driven by a 36% increase in earned premium to $1.4 billion and a 52% increase in investment income to $98.9 million. Cash flow from operations remained very strong in 2005 at $624.0 million.

Our insurance companies had a very good year despite the hurricanes, with margins remaining at very acceptable levels on all but catastrophe business. Diversified financial products, which includes directors’ & officers’ liability, professional indemnity, credit and surety businesses, continued to grow profitably and now

represents more than 45% of our net written premium. Group life, accident & health business represents 34% of our net written premium and though somewhat more competitive now, it still produces very acceptable margins. Although smaller in premium size, aviation and our other specialty lines contributed strongly to our earnings. Our markets are generally very stable, but international directors’& officers’ liability and professional indemnity are becoming increasingly more competitive although margins remain acceptable. Property and energy rates are rising significantly following the losses in 2005 and there are opportunities to be considered in both lines.

As our capital has grown and our business continues to be profitable, we have substantially increased our retention of premium in all non-catastrophe lines of business. This has proven to be a very good strategy as profit margins have been excellent and the increased premium has sustained strong cash flow and driven investment assets to record levels. In 2005,our net written premium increased by 36% to $1.5 billion and while we do not expect the same rate of growth in 2006,we are continually changing the mix of business that we write so we can emphasize the most profitable aspects of each line. Going forward, we have intentionally reduced our exposure to Gulf of Mexico and Florida property business in an effort to stabilize our exposure to windstorms, but large losses bring new opportunities and we remain prepared to capitalize on them when they arise.

Our fee and commission revenue is produced by our underwriting agencies and intermediaries. We have seen a reduction in this revenue in 2005 as a result of our planned increased retentions which decreased ceding commission to our insurance companies and commission earned by our reinsurance intermediaries. However, the non-affiliated business produced by our intermediaries has grown and is expected to provide a positive trend in the revenue of this segment by the end of 2006.

HCC Insurance Holdings, Inc.     •     2005 ANNUAL REPORT

Reinsurance recoverables should have peaked in 2005 as our business remained profitable to our reinsurers and the amount of reinsurance we purchased was reduced. Unfortunately, hurricanes Katrina, Rita and Wilma changed all that and our recoverables increased more than $250 million to new high levels. This increase was partially offset by the opportunistic commutation of $145 million of older recoverables. A commutation is where we take back the outstanding and incurred but not reported loss reserves from a reinsurer together with a negotiated amount of cash, discounted to represent approximate present day cash value. The charge for the discount is offset by future investment income on the cash received and any savings if the losses are eventually settled for less than the reserved amounts. We have been particularly successful in these commutations over the years and intend to be proactive about additional transactions as they become available. The quality of our reinsurance recoverables continues to improve and we expect the total amount to reduce in 2006 barring any further catastrophe losses.

Net investment income continues to outperform, rising 52% in 2005 to $98.9 million compared to the previous year. This gain is driven by increased investment assets as a result of strong cash flow, our equity offerings in 2004 and 2005, the reinsurance commutation and increasing net loss reserves due to longer settlement periods on our liability business. Although we are prepared to invest part of our funds in higher yielding instruments if the risk reward ratio warrants it, our investments remain very conservative with most of our assets invested in fixed income bonds, both taxable and exempt, with an average S&P rating of AAA. Maturities are still relatively short and could be lengthened for additional yield. Investment assets have grown from $885.7 million in 2001 to $3.3 billion in 2005 and are expected to continue to increase. We expect investment income to rise through at least 2006 for all of these reasons.

Large losses bring new opportunities and
we remain prepared to capitalize on them
when they arise.

Acquisitions continue to be part of our philosophy, helping increase premiums, expand distribution, enter new lines and diversify operations. During 2005 we closed our acquisitions of: De Montfort Group, based in England, consisting of an insurance company and a service agency specializing in credit and surety in the UK; United States Surety Company, an insurance company based in Timonium, Maryland; Perico Ltd., an underwriting agency based in St. Louis, Missouri, writing medical stop-loss insurance; MIC Life Insurance Corporation, a non-operating shell which we capitalized and renamed Perico Life Insurance Company; and Illium Insurance Group, a Lloyd’s underwriting agency specializing in UK liabilities. These businesses are all now successfully integrated into HCC and contributing to the growth in earnings.

We are pleased to have entrepreneurial founders and other key individuals that joined us through these acquisitions: James R. Davidson, Martyn D. Ward and Nicholas J. Walklett with De Monfort; Richard E. Klein and Carol T. Nevin at United States Surety; Carl C. Petty, Jr. and Erwin F. Rittinger with Perico; and Russell J. Benzies and A. Denis Burniston at Illium, each being a specialist in their field.

We also start businesses and enter new lines by first hiring seasoned veterans and then providing them with the resources to build their business. In 2005,we did just that in the commercial credit line by hiring Mark P. Reynolds from Exporters Insurance Company to head up HCC Credit Group, which is now writing short and intermediate term credit risks in the U.S. and internationally. Brian E. Duffy, Carl R. Nederman and Mark P. Rickert joined us subsequently, having previously operated independently in their own agency.

HCC Insurance Holdings, Inc.     •     2005 ANNUAL REPORT

(Continued)

Strategic investments have been part of our business plan for some time and have lead to acquisitions, or profitable dispositions of our ownership. Our investments include: Argonaut Group (NASDAQ: AGII), where we own approximately 2.5 million shares in a mandatorily convertible preferred stock that continues to do very well; Indemco, a privately owned, Houston-based underwriting agency writing surety for the energy industry; and two more recent investments in the Tower Group (NASDAQ: TWGP), a specialty property and casualty insurance company where we own almost 10% of the outstanding shares; and Heritage Underwriting Agency, a Lloyd’s underwriting agency specializing in worldwide property insurance. We expect to continue to expand this unique investment portfolio.

As we grow in size and complexity, it is important to ensure that we have a strong, experienced and focused management team. Mindful of this and the ever important need for succession, we continue to look for candidates to lead the Company into the future. Such individuals will preferably come from existing employees, or through our acquisition of well-managed companies. Existing corporate Executive Vice Presidents Edward H. Ellis, Jr.- CFO; Michael J. Schell — property & casualty; Craig J. Kelbel — life, accident & health; Robert F. Thomas — credit & surety; and Christopher L. Martin — General Counsel were joined by Barry J. Cook, who was promoted to Chief Executive Officer of all international operations; Farid F. Nagji to Executive Vice President of the newly created position of Administration and Corporate Services; and John N. Molbeck, Jr., who has been named to the position of President and Chief Operating Officer of the Group. This is John’s second time with us at this position and we are very pleased to have him back. Not only will he contribute immediately by overseeing all operations, but he will help for the longer term by assisting me in finding his successor during the next three years.

I would like to remember two of our lost friends in aviation: Richard (Dick) R. Gorsuch who worked for us in the 70’s and 80’s and was a great aviation insurance man and a really good guy; and Audrey A. Dent who worked for me on and off for 30 years. She was a very sincere woman and a great team player at our USSIC Aviation office in Dallas. They will be long remembered by those who knew them.

2005 was a memorable year for large losses and record results, uncommon bedfellows, but we can do better and we will. Our goal is to continue to grow our Company and shareholders’ equity while protecting that which we have already achieved. Thanks to all of our management and employees worldwide for their contribution to our success and particularly to the special contributions made by Cory L. Moulton at PIA, R. Matthew Fairfield at HCC Global International, Andrew G. Stone at HCC Global in the U.S., Michael J. Donovan Senior Vice President of Aviation and Pamela J. Penny Senior Vice President of Finance and all of her tireless staff.

We are enthusiastically looking forward to 2006 and beyond.

Stephen L. Way
Chairman of the Board
and Chief Executive Officer

HCC Insurance Holdings, Inc.     •     2005 ANNUAL REPORT