October 19, 2005

By Facsimile and U.S. Mail

Steven Wolosky, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022

	Re:	Vesta Insurance Group, Inc.
		Revised Preliminary Proxy Statement on Schedule 14A
      Filed by Newcastle Partners, L.P., Newcastle Capital
Management, L.P.,
      	Newcastle Capital Group, L.L.C., Mark E. Schwarz, James
C.
      	Epstein, Mark J. Morrison and Steven J. Pully
      Filed October 17, 2005

Dear Mr. Wolosky:

	We have the following comment on the above-referenced filing:
1. We note your response to comment 1.  As you intend to use
discretionary authority to vote on any different or additional
proposals the company may introduce, please revise the filing to
highlight that shareholders voting with your proxy card will be
disenfranchised with respect to any such proposals.  In addition,
if
you intend to mail this proxy statement prior to the company
providing its proxy statement, you cannot rely on Rule 14a-5(c) to
omit required information.  Please revise the document to include
all
information required by Schedule 14A.  In this regard, we note
that
you have not included a beneficial ownership table.  Also, please
confirm that, once the company announces the time and place of the
shareholder meeting, you will disseminate by mail a notice
containing
this information and file the notice in EDGAR under cover of
Schedule
14A as a definitive revised proxy statement.
*  *  *


Please respond to these comments by promptly amending the filing
and
submitting a response letter filed via EDGAR under the label
"CORRESP."  If you do not agree with a comment, please tell us why
in
your response.  Please note that Rule 14a-6(h) requires you to
filed
revised preliminary proxy materials that are marked to show
changes.
Direct any questions to me at (202) 551-3262.  You may also
contact
me by facsimile at (202) 772-9203.

      Sincerely,



      Abby Adams
Special Counsel
      Office of Mergers and Acquisitions
??

??

??

??

Steven Wolosky, Esq.
October 19, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE