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<PRE>

    As filed with the Securities and Exchange Commission on October 20, 2006

                                                 Registration No. 333-__________

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    ---------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               AmCOMP INCORPORATED
                               -------------------
             (Exact name of Registrant as specified in its charter)

                Delaware                                          65-0636842
                --------                                          ----------
     (State or Other Jurisdiction of                           (I.R.S. Employer
     Incorporation or Organization)                          Identification No.)

          701 U.S. HIGHWAY ONE
        NORTH PALM BEACH, FLORIDA                                   33408
        -------------------------                                   -----
(Address of principal executive offices)                          (Zip Code)


                             1996 STOCK OPTION PLAN
                             2005 STOCK OPTION PLAN
                          DIRECTORS' STOCK OPTION PLAN
                       OPTIONS GRANTED TO CERTAIN OFFICERS
                       -----------------------------------
                              (Full Title of Plan)

                                  FRED R. LOWE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               AMCOMP INCORPORATED
                              701 U.S. HIGHWAY ONE
                         NORTH PALM BEACH, FLORIDA 33408
                         -------------------------------
                     (Name and Address of Agent for Service)

                                 (561) 840-7171
                                 --------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                    COPY TO:
                              David J. Adler, Esq.
                 Olshan Grundman Frome Rosenzweig &amp; Wolosky LLP
                                Park Avenue Tower
                               65 East 55th Street
                            New York, New York 10022
                                 (212) 451-2300


<PAGE>

                                            CALCULATION OF REGISTRATION FEE
====================================================================================================================
          Title of                   Amount          Proposed Maximum      Proposed Maximum         Amount of
  Each Class of Securities           To Be            Offering Price      Aggregate Offering       Registration
      To Be Registered           Registered(1)           Per Share              Price                  Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value per share: shares            1,418,069             $9.98(2)            $14,152,328            $1,514.30
subject to outstanding          shares of common
options                              stock
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value per share: shares             264,341              $9.59(4)           $2,535,030.10            $271.25
authorized and reserved for     shares of common
issuance(3)                          stock
--------------------------------------------------------------------------------------------------------------------

(1)      Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
         "Securities Act"), this registration statement also registers such
         indeterminate number of additional shares of common stock that may be
         offered pursuant to the anti-dilution provisions set forth in the 1996
         Stock Option Plan, the 2005 Stock Option Plan, the Directors' Stock
         Option Plan and options (collectively, the "Plans").
(2)      Pursuant to Rule 457(h)(1) under the Securities Act, calculated on the
         basis of the average of the weighted average exercise price of
         outstanding options to purchase shares of common stock under the Plans.
(3)      Includes 43,660 shares of common stock issued upon the exercise of
         options prior to the filing of this registration statement.
(4)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c) under the Securities Act, calculated on the
         basis of the average of the high and low prices reported for shares of
         common stock of the Registrant on the Nasdaq Global Market on October
         13, 2006.


<PAGE>

                                EXPLANATORY NOTE

AmCOMP Incorporated (the "Company") has prepared this registration statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
to register 1,682,410 shares of our common stock, $0.01 par value per share,
issuable under our 1996 Stock Option Plan, 2005 Stock Option Plan, Directors'
Stock Option Plan and options granted to certain officers, which we refer to
collectively as the "Plans."

This Form S-8 includes a reoffer prospectus prepared in accordance with Part I
of Form S-3 under the Securities Act. The reoffer prospectus may be utilized for
reoffer and resale of up to 855,654 shares of common stock acquired pursuant to
the Plans by selling stockholders, certain of whom may be deemed "affiliates"
(as such term is defined in Rule 405 under the Securities Act) of the Company.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The Company will provide documents containing the information specified in Part
1 of Form S-8 to employees as specified by Rule 428(b)(1) under the Securities
Act. Pursuant to the instructions to Form S-8, the Company is not required to
file these documents either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act.


<PAGE>

                                   PROSPECTUS

                                 855,654 SHARES
                               AMCOMP INCORPORATED
                                  COMMON STOCK

This prospectus relates to the reoffer and resale by certain selling
stockholders of our common stock, $0.01 par value per share, issued or issuable
to the selling stockholders upon the exercise of stock options granted or to be
granted under our 1996 Stock Option Plan, 2005 Stock Option Plan, Directors'
Stock Option Plan and freestanding option grants, referred to collectively as
the "Plans" in this prospectus. If and when further options are granted to
persons required to use this prospectus to reoffer and resell our common stock,
we will distribute a prospectus supplement. The shares are being reoffered and
resold for the account of the selling stockholders and we will not receive any
of the proceeds from the resale of the shares.

The selling stockholders have advised us that the resale of their shares may be
effected from time to time in one or more transactions on the Nasdaq Global
Market, in negotiated transactions or otherwise, at market prices prevailing at
the time of the sale or at prices otherwise negotiated. See "Plan of
Distribution." We will bear all expenses in connection with the preparation of
this prospectus.

Our common stock is listed on the Nasdaq Global Market under the symbol "AMCP."
The last reported sale price on the Nasdaq Global Market for our common stock on
October 3, 2006 was $9.18 per share.

Our principal executive offices are located at 701 U.S. Highway One, North Palm
Beach, Florida 33408. Our telephone number is (561) 840-7171.

------------------------------------------------------------------------------

     THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING AT PAGE 4.

------------------------------------------------------------------------------

          NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
           SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
           SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
      PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                 The date of this prospectus is October 20, 2006


<PAGE>

                                TABLE OF CONTENTS

INCORPORATION BY REFERENCE.....................................................3

ABOUT THIS PROSPECTUS..........................................................3

THE COMPANY....................................................................4

RISK FACTORS...................................................................4

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.............................25

USE OF PROCEEDS...............................................................26

SELLING STOCKHOLDERS..........................................................26

PLAN OF DISTRIBUTION..........................................................28

LEGAL MATTERS.................................................................29

EXPERTS.......................................................................29

WHERE YOU CAN FIND MORE INFORMATION...........................................29


<PAGE>

                           INCORPORATION BY REFERENCE

The following documents filed by us with the Securities and Exchange Commission
(the "SEC") are incorporated by reference in this prospectus:

1.       Our Annual Report on Form 10-K for the fiscal year ended December 31,
         2005;
2.       Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
         31, 2006;
3.       Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
         2006;
4.       Our Current Report on Form 8-K filed on February 16, 2006;
5.       Our Current Report on Form 8-K filed on March 17, 2006;
6.       Our Current Report on Form 8-K filed on June 13, 2006;
7.       Our Current Report on Form 8-K filed on August 11, 2006;
8.       Our Current Report on Form 8-K filed on August 16, 2006;
9.       Our Current Report on Form 8-K filed on August 25, 2006;
10.      Our Current Report on Form 8-K filed on September 27, 2006; and
11.      The description of our common stock contained in our Registration
         Statement on Form 8-A, filed on January 27, 2006.

All documents subsequently filed with the SEC by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the respective dates of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof or of the related prospectus to the extent that a statement contained
herein or in any other subsequently filed document which is also incorporated or
deemed to be incorporated herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

You may request a copy of these filings, excluding the exhibits to such filings
which we have not specifically incorporated by reference in such filings, at no
cost, by writing or telephoning us at the following address:

                               AmCOMP Incorporated
                              701 U.S. Highway One
                         North Palm Beach, Florida 33408
                           Attention: Melody Misiaszek
                                 (561) 840-7171

                              ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we filed with the SEC. You
should rely only on the information provided or incorporated by reference in
this prospectus or any related supplement. We have not authorized anyone else to
provide you with different information. The selling stockholders will not make
an offer of these shares in any state where the offer is not permitted. You


                                       3
<PAGE>

should not assume that the information in this prospectus or any supplement is
accurate as of any other date than the date on the front of those documents.

                                   THE COMPANY

We are a property and casualty insurer specializing in workers' compensation
insurance products that include a strong emphasis on value-added services to our
policyholders. We offer insurance coverage for the statutorily prescribed wage
replacement and medical care benefits that employers are required to provide to
their employees who are injured in the course of their employment.

We offer these products and services by emphasizing an individual risk
underwriting approach, and the loss prevention and claims management services we
provide. We target employers that are safety conscious, demonstrate a strong
commitment to loss prevention and have a favorable attitude toward the health
and safety of their employees. We underwrite these risks on an individual basis,
as opposed to following an occupational class-based underwriting approach, and
consider many factors such as type of business, nature of operations, risk
exposures and other employer-specific conditions. In underwriting and pricing
our policies, our goal is to maintain adequate premium levels commensurate with
the risks we underwrite to earn consistent underwriting profits.

                                  RISK FACTORS

      AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. THE
FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN ADDITION TO THE OTHER
INFORMATION IN THIS PROSPECTUS, INCLUDING THE INFORMATION UNDER "SPECIAL NOTE
REGARDING FORWARD-LOOKING STATEMENTS," BEFORE MAKING AN INVESTMENT IN OUR COMMON
STOCK.

RISKS RELATED TO OUR BUSINESS

WE MAY NOT BE ABLE TO COLLECT ON OUR REINSURANCE RECOVERABLES, WHICH WOULD
ADVERSELY AFFECT OUR FINANCIAL CONDITION.

We are subject to credit risk with respect to our reinsurers. Reinsurance is an
arrangement in which an insurance company, called the ceding company, transfers
a portion of insurance risk under policies it has written to another insurance
company, called the reinsurer, and pays the reinsurer a portion of the premiums
relating to those policies. Conversely, the reinsurer receives or assumes
reinsurance from the ceding company. Although we purchase reinsurance to manage
our risk and exposure to losses, we continue to have direct obligations under
the policies we write. We remain liable to our policyholders, even if we are
unable to recover what we believe we are entitled to receive under our
reinsurance contracts. Reinsurers might refuse or fail to pay losses that we
cede to them, or they might delay payment. In the case of long-term workers'
compensation cases, the creditworthiness of our reinsurers may change before we
can recover amounts to which we are entitled. Recent natural disasters, such as
Hurricanes Katrina, Rita and Wilma, have caused unprecedented insured property
losses, a significant portion of which will be borne by reinsurers. If a
reinsurer is active both in this market and in the workers' compensation
insurance market, its ability to perform its obligations in the latter market
may be adversely affected by events unrelated to workers' compensation insurance
losses.


                                       4
<PAGE>

In 2001, we wrote off $10.8 million of uncollectible reinsurance receivables
from Reliance Insurance Company and Legion Insurance Company. In addition, the
liquidator for Reliance has filed an action against us seeking recovery of
approximately $2.3 million of reinsurance recoverables paid to us by Reliance
prior to the entry of an order to liquidate Reliance. While we are vigorously
defending such action, we cannot assure the outcome of such action.

At June 30, 2006 and December 31, 2005, reinsurance recoverables on paid and
unpaid losses and LAE and ceding commissions were $77.0 million and $83.9
million, respectively. Our largest recoverable from a single reinsurer as of
June 30, 2006 was $41.3 million owed to us by Continental Casualty Company, a
subsidiary of CNA Financial Corporation, representing 32.2% of our total
stockholders' equity as of that date. Of the $41.3 million, $2.0 million was the
current recoverable on paid losses. The balance of $39.3 million is recoverable
from Continental Casualty Company on losses that may be paid by us in the future
and therefore is not currently due. The unpaid losses will become current as we
pay the related claimants.

Under Florida law, each of our insurance subsidiaries is required to maintain a
ratio of 1.25 times premiums written to surplus of no greater than 10-to-1 for
gross premiums written and no greater than 4-to-1 for net premiums written. If
all reinsurance recoverables became uncollectible, our surplus would decline by
this amount, and we would not be in compliance with Florida's statutory
requirement at our current level of premiums written. The Florida Office of
Insurance Regulation (the "Florida OIR") would have the authority to place us
into receivership, to suspend our insurance subsidiaries' certificates of
authority or to set limits on our maximum annual gross or net premiums written
in all states. In addition, we may be unable to comply with certain regulatory
requirements, including solvency standards that may subject us to additional
restrictions on our operations. If we are unable to collect a significant amount
of our reinsurance recoverables, our financial condition and results of
operations would be adversely affected.

We also have outstanding and past due claims for reinsurance recoveries in the
amount of approximately $1.9 million under reinsurance agreements assumed from
1998 through 2000, with Security Insurance Company, Fire and Casualty Insurance
Company of Hartford and Connecticut Indemnity Insurance Company. These amounts
have become past due because of Security Insurance Company's contract disputes
with its reinsurer. If these amounts are ultimately determined to be
uncollectible from Security Insurance Company, we will write off that amount.

OUR LOSS RESERVES ARE BASED ON ESTIMATES AND MAY BE INADEQUATE TO COVER OUR
ACTUAL LOSSES.

We must establish and maintain reserves for our estimated liability for losses
and LAE. We establish loss reserves in our financial statements that represent
an estimate of amounts needed to pay and administer claims with respect to
insured events that have occurred, including events that have not yet been
reported to us. Loss reserves are estimates of the ultimate cost of individual
claims based on actuarial estimation techniques and are inherently uncertain.
Judgment is required in applying actuarial techniques to determine the relevance
of historical payment and claim closure patterns under current facts and
circumstances. We review our established reserves each quarter. We may adjust
our reserves based on the results of these reviews and these adjustments could
be significant. If we change our estimates, these changes are reflected in our
results of operations during the period in which they are made.


                                       5
<PAGE>

In states other than Florida, we have a shorter operating history and must rely
on a combination of industry benchmarks and our specific experience in these
states. Operational changes in claims handling practices over the years may
impact the interpretation of this historical data, which can also be impacted by
external forces such as legislative changes, economic fluctuations and legal
trends. A key assumption in the estimation process for workers' compensation
reserves is severity trends, including the increasing costs of health care and
the medical claims process. If there were unfavorable changes in severity
trends, our loss reserves might need to be increased, which would result in a
charge to our earnings.

For the six months ended June 30, 2006 and the twelve months ended December 31,
2005, we experienced redundancies in our reserves for prior periods of $11.9
million and $24.7 million, respectively. Beginning with our June 2006 loss
reserve evaluation, we concluded that each of our core states now contained
enough loss development history to be predictive of future loss development. We
no longer rely on our Florida experience nor industry benchmarks when selecting
loss development factors. The result of this change was to increase loss
development factors in some states, and decrease loss development factors in
other states. As a result of the increased reliance on state specific loss
development history, our loss development factors may be more volatile than they
have been in the past.

Workers' compensation claims are often paid over a long period of time.
Estimating reserves for these claims may be more uncertain than estimating
reserves for other lines of insurance with shorter or more definite periods
between occurrence of the claim and final determination of the ultimate loss.
Accordingly, there is a greater risk that we may fail to accurately estimate the
risks associated with the businesses that we insure and that our reserves may
prove to be inadequate to cover our actual losses.

IF WE DO NOT EFFECTIVELY PRICE OUR INSURANCE POLICIES, OUR FINANCIAL RESULTS
WILL BE ADVERSELY AFFECTED; WE DO NOT SET PRICES FOR OUR POLICIES IN FLORIDA AND
WISCONSIN.

Our policy prices are established when coverage is initiated. Our prices for
insurance coverage are based on estimates of expected losses generated from the
policies we underwrite. As do most workers' compensation insurance carriers, we
analyze many factors when pricing a policy, including the policyholder's prior
loss history and industry, and the loss prevention orientation of the
policyholder's management. Inaccurate information regarding a policyholder's
past claims experience puts us at risk for mispricing our policies. When
initiating coverage on a policyholder, we must rely on the claims information
provided by the policyholder or previous carriers to properly estimate future
claims expense. If the claims information is not accurately stated, we may
underprice our policy by using claims estimates that are too low. As a result,
our actual costs for providing insurance coverage to our policyholders may be
significantly higher than our premiums.

We write businesses in two "administered pricing" states, Florida and Wisconsin.
In 2005, we wrote 40.3% of our direct written premiums in Florida and 11.7% in
Wisconsin. In administered pricing states, insurance rates are set by the state
insurance regulators and are adjusted periodically. Rate competition generally
is not permitted in these states.


                                       6
<PAGE>

The National Council on Compensation Insurance ("NCCI") makes recommendations to
the Florida OIR with respect to rates. The NCCI has submitted its 2007 annual
workers compensation rate filing to the Florida OIR, which calls for a statewide
average 13.3% rate decrease. The OIR has ordered NCCI to amend its filing to
bring about a rate reduction of 15.7%. The new rates will apply to all new and
renewal policies as of January 1, 2007. If the approved rate decrease results in
a material adverse effect on our profitability in Florida, we may elect to
reduce the amount of premiums written there. In states in which we operate,
other than administered pricing states, should our competitors offer products at
prices lower than we believe would be profitable, we may decline to compete at
those lower prices and our premium levels could be reduced.

WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY AND MAY LACK THE FINANCIAL RESOURCES
TO COMPETE EFFECTIVELY.

The market for workers' compensation insurance products is highly competitive.
Competition in our business is based on many factors, including premiums
charged, policyholder dividends, services provided, financial ratings assigned
by independent rating agencies, speed of claims payments, reputation, perceived
financial strength and general experience. In some cases, our competitors offer
lower priced products than we do. If our competitors offer more competitive
premiums, dividends or payment plans, services or commissions to independent
agencies, we could lose market share or have to reduce our premium rates, which
could adversely affect our profitability. Our competitors include insurance
companies, professional employer organizations, third party administrators,
self-insurance funds and state insurance pools. Our main competitors in each of
the core states in which we operate vary from state to state but are usually
those companies that offer a full range of services in underwriting, loss
prevention and claims. We compete on the services that we offer to our
policyholders and on ease of doing business rather than solely on price.

In Florida, our main competitor is Summit Holdings Southeast, Inc./Bridgefield
Employers Insurance Company, a full service company that provides comparable
services to employers. Another Florida competitor, FCCI Commercial Insurance
Company, also provides these services to policyholders in the $10,000 to
$100,000 premium range, our target market. In Texas, our main competitor is
Texas Mutual Insurance Company, a company also not rated by A.M. Best, which
sells to all sized policyholders, including policyholders in the $10,000 to
$100,000 range. In Wisconsin, there are over 300 companies that write workers'
compensation insurance. Our primary competitors there include Acuity, a Mutual
Insurance Company, United Heartland Life Inc., State Fund Mutual Insurance
Company, West Bend Mutual Insurance Company, General Casualty Company of
Wisconsin and Sentry Insurance Group, because they offer the same types of
services that we offer. In Indiana, our principal competition is from Amerisure
Insurance Company and Indiana Insurance Company. In Tennessee, our main
competition comes from Acuity, Accident Fund Insurance Company of America,
Bridgefield and Hartford Insurance Group. Many of our existing and potential
competitors are significantly larger and possess greater financial, marketing
and management resources than we do.

State insurance regulations require maintenance of minimum levels of surplus and
of ratios of net premiums written to surplus. Accordingly, competitors with more
surplus than we possess have the potential to expand in our markets more quickly
than we can. Additionally, greater financial resources permit a carrier to gain


                                       7
<PAGE>

market share through more competitive pricing, even if that pricing results in
reduced underwriting margins or an underwriting loss. Many of our competitors
are multi line carriers that can price the workers' compensation insurance that
they offer at a loss in order to obtain other lines of business at a profit. If
we are unable to compete effectively, our business and financial condition could
be materially adversely affected.

IF WE DO NOT MAINTAIN GOOD RELATIONSHIPS WITH INDEPENDENT INSURANCE AGENCIES,
THEY MAY NOT SELL OUR PRODUCTS IN PREFERENCE TO THOSE OF OUR COMPETITORS AND OUR
REVENUES MAY DECLINE.

We market and sell our insurance products solely through independent,
non-exclusive insurance agencies. These agencies are not obligated to promote
our products and can and do sell our competitors' products. We must offer
workers' compensation insurance products that meet the requirements of these
agencies and their customers. We must provide competitive compensation to these
agencies. Our business model is based on an extensive network of smaller
agencies distributed throughout the states in which we do business. We need to
maintain good relationships with the agencies with which we contract to sell our
products. If we do not, these agencies may sell our competitors' products
instead of ours or may direct less desirable risks to us, and our revenues or
profitability may decline. In addition, these agencies may find it easier to
promote the broader range of programs of our competitors than to promote our
niche selection of insurance products. A loss of a number of our independent
agencies or the failure of these agencies to successfully market our products
may reduce our revenues and our results of operations if we are unable to
replace them with agencies that produce comparable premiums.

INSURANCE RATINGS MAY BECOME IMPORTANT TO OUR AGENTS AND POLICYHOLDERS AND AN
ADVERSE RATING COULD NEGATIVELY IMPACT OUR COMPETITIVE POSITION.

Insurance ratings may become an increasingly important factor in establishing
our competitive position. Rating agencies rate insurance companies based on
their financial strength and their ability to pay claims, factors that are
relevant to agents and policyholders. The ratings assigned by nationally
recognized, independent rating agencies, particularly A.M. Best, may become
material to our ability to maintain and expand our business. Ratings from A.M.
Best and other rating agencies are used by some insurance buyers, agents and
brokers as an indicator of financial strength and security. These ratings are
not intended to reflect the quality of the rated company for investment purposes
and are not recommendations to buy or hold securities. The financial strength
ratings of A.M. Best and other rating agencies are subject to periodic review
using, among other things, proprietary capital adequacy models, and are subject
to revision or withdrawal at any time. Other companies in our industry that have
been rated and have had their rating downgraded have experienced negative
effects.

Our insurance subsidiaries have never been rated by A.M. Best. Since 1982,
AmCOMP and its predecessors have been a mono line workers' compensation
insurance carrier specializing in smaller sized policyholders, principally
employers with premium between $10,000 and $100,000 per year. Based on our
extensive experience with independent agents, we believe employers in this size
category are not as sensitive to A.M. Best ratings and they place more
importance on a workers' compensation carrier's ability to assist in the
prevention of injuries at their job site. To date, we have not pursued a rating
because we have been able to successfully increase premiums written without a
rating in the core states in which we operate. Some companies require that their


                                       8
<PAGE>

workers' compensation insurance carrier have a rating of at least "A-" from A.M.
Best. Most of these companies are larger than companies in our target market,
and generally do not meet our underwriting and pricing objectives. Historically,
when we have sought to write policies for these companies, we have been
successful in many cases in having this requirement waived. However, we may not
be able to obtain these waivers in the future and, should we decide to expand
our target market, the absence of an A.M. Best rating or an unfavorable rating
may limit our ability to profitably expand our business.

One of our insurance subsidiaries, AmCOMP Preferred, is rated "BBpi" by Standard
&amp; Poor's on an unsolicited basis. A rating of "BB" is the 5th highest of 8
rating levels used by Standard &amp; Poor's and indicates marginal financial
security characteristics, although positive attributes exist, but adverse
business conditions could lead to insufficient ability to meet financial
commitments. Our insurance subsidiaries, AmCOMP Preferred and AmCOMP Assurance,
are also rated "BBq" by Fitch Ratings on an unsolicited basis. A rating of "BBq"
is the 5th highest of 7 Q-IFS rating levels used by Fitch and indicates that the
insurer has an uncertain capacity to meet policyholder and contract obligations
and that, although positive factors are present, overall risk factors are high
and the impact of adverse business and economic factors is expected to be
significant. These ratings are based solely on an analysis of published
financial information and additional information in the public domain. They are
not based on meetings with our management, nor do they incorporate material,
non-public information, and are therefore based on less comprehensive
information than ratings without a "pi" or "q" subscript.

The absence of a rating from A.M. Best and the current ratings by Standard &amp;
Poor's and Fitch may adversely affect our marketing efforts, cost or
availability of reinsurance and financial performance. Should our insurance
subsidiaries apply for a rating or should A.M. Best choose to rate our insurance
subsidiaries on an unsolicited basis, the ratings they receive may not be
favorable, which could adversely affect our marketing efforts, cost or
availability of reinsurance and financial performance. Additionally, a downgrade
in or withdrawal of any future A.M. Best or other rating agency rating could
cause a reduction in the number of policies we write and could have a material
adverse effect on our results of operations and our financial position.

OUR GEOGRAPHIC CONCENTRATION TIES OUR PERFORMANCE TO BUSINESS, ECONOMIC AND
REGULATORY CONDITIONS IN CERTAIN STATES.

Our business is currently concentrated in Florida (40.3% of 2005 direct premiums
written), Indiana (12.2% of 2005 direct premiums written), Wisconsin (11.7% of
2005 direct premiums written), Tennessee (7.1% of 2005 direct premiums written)
and Texas (9.3% of 2005 direct premiums written). Unfavorable business, economic
or regulatory conditions in these states could impact our business
disproportionately in comparison to insurers with less geographic concentration.

In Florida, the state in which we write the most premium, and in Wisconsin,
insurance regulators set the premium rates we may charge. The Florida and
Wisconsin insurance regulators may set rates below those that we require to
maintain profitability. The NCCI has submitted its 2007 annual workers
compensation rate filing to the Florida OIR, which calls for a statewide average
13.3% rate decrease. The OIR has ordered NCCI to amend its filing to bring about
a rate reduction of 15.7%. The new rates will apply to all new and renewal
policies as of January 1, 2007. The effect of the approved decrease cannot be


                                       9
<PAGE>

ascertained at this time, because of anticipated changes in the number of
insurers that will operate in Florida and the amount of insurance that they seek
to write, the use of dividend plans and consent to rate policies and possible
additional realization of cost savings resulting from reforms enacted in 2003.

In addition, Florida is exposed to severe natural perils, such as hurricanes. As
our business is concentrated in this manner, we may be exposed to economic and
regulatory risks or risks from natural perils that are greater than the risks we
would face if our business were spread more evenly by state. To date we have not
been adversely affected by natural perils. However, were Florida to experience a
natural peril of the magnitude of Hurricane Katrina, the result could be
disruption of the entire local economy, the loss of jobs and a concomitant
reduction in the opportunity to place workers' compensation insurance.

OUR FINANCIAL CONDITION MAY BE ADVERSELY AFFECTED IF WE ARE UNABLE TO REALIZE
OUR INVESTMENT OBJECTIVES.

Investment income is an important component of our revenues and net income. The
ability to achieve our investment objectives is affected by factors that are
beyond our control. For example, United States participation in hostilities with
other countries and large scale acts of terrorism may adversely affect the
economy generally, and our investment income could decrease due to decreases in
the yield on our investments. Interest rates are highly sensitive to many
factors, including governmental monetary policies and domestic and international
economic and political conditions. These and other factors affect the capital
markets and, consequently, the value of the securities we own. Interest rates
have remained low in the past several years. The outlook for our investment
income is dependent on the future direction of interest rates, maturity
schedules and the amount of cash flows from operations that is available for
investment. The fair values of fixed maturity investments that are
"available-for-sale" fluctuate with changes in interest rates and cause
fluctuations in our balance sheet. Our stockholders' equity will continue to
fluctuate with any future changes in interest rates. Any significant decline in
our investment income as a result of falling interest rates or general market
conditions would have an adverse effect on our net income and, as a result, on
our stockholders' equity and our policyholders' surplus.

OUR BUSINESS IS LARGELY DEPENDENT ON THE EFFORTS OF OUR MANAGEMENT BECAUSE OF
ITS INDUSTRY EXPERTISE, KNOWLEDGE OF OUR MARKETS AND RELATIONSHIPS WITH THE
INDEPENDENT AGENCIES THAT SELL OUR PRODUCTS.

Our success will depend in substantial part upon our ability to attract and
retain qualified executive officers, experienced underwriting personnel and
other skilled employees who are knowledgeable about our business. The current
success of our business is dependent in significant part on the efforts of Fred
R. Lowe, our president and chief executive officer, Debra Cerre Ruedisili, our
executive vice president and chief operating officer, and Kumar Gursahaney, our
senior vice president, chief financial officer and treasurer. Many of our
regional and local officers are also critical to our operations because of their
industry expertise, knowledge of our markets and relationships with the
independent agencies that sell our products. We carry key person life insurance
only on Ms. Cerre Ruedisili. If we were to lose the services of members of our
management team or key regional or local officers, we may be unable to find


                                       10
<PAGE>

replacements satisfactory to us and our business. As a result, our operations
may be disrupted and our financial performance may be adversely affected.

WE MAY REQUIRE ADDITIONAL CAPITAL IN THE FUTURE, WHICH MAY NOT BE AVAILABLE OR
MAY BE AVAILABLE ONLY ON UNFAVORABLE TERMS.

Our future capital requirements depend on many factors, including our ability to
write new business successfully and to establish premium rates and reserves at
levels sufficient to cover losses. To the extent that the funds generated from
our initial public offering are insufficient to fund future operating
requirements and/or cover losses, we may need to raise additional funds through
financings or curtail our growth. We believe that the net proceeds to us from
our initial public offering, together with our anticipated retained earnings,
will support our operations for at least the next 18 to 24 months without the
need to raise additional capital. However, we cannot provide any assurance in
that regard, because many factors will affect the amount and timing of our
capital needs, including our growth and profitability, our claims experience,
and the availability of reinsurance, as well as possible market disruptions and
other unforeseeable developments. If we have to raise additional capital, equity
or debt financing may not be available on terms that are favorable to us. In the
case of equity financings, dilution to our stockholders could result. In any
case, such securities may have rights, preferences and privileges that are
senior to those of the shares offered hereby. In the case of debt financings, we
may be subject to covenants that restrict our ability to freely operate our
business. If we cannot obtain adequate capital on favorable terms or at all, we
may not have sufficient funds to implement our future growth or operating plans
and our business, financial condition or results of operations could be
materially adversely affected.

THE INSURANCE BUSINESS IS SUBJECT TO EXTENSIVE REGULATION THAT LIMITS THE WAY WE
CAN OPERATE OUR BUSINESS.

We are subject to extensive regulation by the Florida OIR and the insurance
regulatory agencies in each state in which our insurance subsidiaries are
licensed. These state agencies have broad regulatory powers designed primarily
to protect policyholders and their employees, not the stockholders of AmCOMP.
Regulations vary from state to state, but typically address or include:

      o  standards of solvency, including risk-based capital measurements;

      o  restrictions on the nature, quality and concentration of investments;

      o  restrictions on the types of terms that we can include in the insurance
         policies we offer;

      o  mandates that may affect wage replacement and medical care benefits
         paid under the workers' compensation system;

      o  procedures for adjusting claims, which can affect the ultimate amount
         for which a claim is settled;

      o  restrictions on the way rates are developed and premiums are
         determined;


                                       11
<PAGE>

      o  the manner in which general agencies may be appointed;

      o  required methods of accounting;

      o  establishment of reserves for unearned premiums, losses and other
         purposes;

      o  limitations on our ability to transact business with affiliates;

      o  mergers, acquisitions and divestitures involving our insurance
         subsidiaries;

      o  licensing requirements and approvals that affect our ability to do
         business;

      o  compliance with medical privacy laws;

      o  potential assessments for the settlement of covered claims under
         insurance policies issued by impaired, insolvent or failed insurance
         companies; and

      o  the amount of dividends that our insurance subsidiaries may pay to us,
         the parent holding company.

Stock insurance companies are subject to Florida statutes related to excess
profits for workers' compensation insurance companies. Excessive profits are
calculated based upon a complex statutory formula that is applied over rolling
three-year periods. Companies are required to file annual excess profits forms,
and they are required to return so called "excessive profits" to policyholders
in the form of a cash refund or credit toward the future purchase of insurance.
To date, we have not been required to return excess profits and no amounts have
been provided for returns of excess profits in our financial statements.

Regulatory authorities have broad discretion to deny or revoke licenses for
various reasons, including the violation of regulations. We may be unable to
maintain all required approvals or comply fully with the wide variety of
applicable laws and regulations, which are continually undergoing revision, or
the relevant authority's interpretation of such laws and regulations. In some
instances, where there is uncertainty as to applicability, we follow practices
based on our interpretations of regulations or practices that we believe
generally to be followed by the industry. These practices may turn out to be
different from the interpretations of regulatory authorities. This extensive
regulation of our business may affect the cost of our products and may limit our
ability to obtain rate increases or to take other actions that we might pursue
to increase our profitability. Further, changes in the level of regulation of
the insurance industry or changes in laws or regulations or interpretations by
regulatory authorities could impact our operations and require us to bear
additional costs of compliance.

The National Association of Insurance Commissioners, or NAIC, has adopted a
system to test the adequacy of statutory capital, known as "risk-based capital."
This system establishes the minimum amount of capital and surplus calculated in
accordance with statutory accounting principles, necessary for an insurance
company to support its overall business operations. It identifies insurers that
may be inadequately capitalized by looking at certain inherent risks of each
insurer's assets and liabilities and its mix of net premiums written. Insurers
falling below a calculated threshold may be subject to varying degrees of


                                       12
<PAGE>

regulatory action, including supervision, rehabilitation or liquidation. Failure
to maintain our risk-based capital at the required levels could adversely affect
the ability of our insurance subsidiaries to maintain regulatory authority to
conduct our business.

For example, because two of our reinsurance treaties, one from 2001 and one from
2002, did not transfer sufficient risk to the assuming reinsurer to be accounted
for as reinsurance pursuant to generally accepted accounting principles, or
GAAP, they were accounted for using deposit accounting in our financial
statements as of and for the year ended December 31, 2002 and thereafter. This
caused the total adjusted capital of AmCOMP Preferred to be at the "regulatory
action plan" level, which required it to submit to the Florida OIR a risk-based
capital plan. The action plan was designed to comply with the Florida OIR's
gross and net writings to surplus ratios and attain ratios that exceeded all
NAIC thresholds. As of December 31, 2003, one year earlier than AmCOMP Preferred
had proposed, its total adjusted capital exceeded all NAIC thresholds. Although
the Florida OIR conducted an examination of assets, liabilities and operations
of AmCOMP Preferred, it did not issue any report on the plan AmCOMP Preferred
submitted and took no regulatory action.

ASSESSMENTS AND OTHER SURCHARGES BY GUARANTY FUNDS AND SECOND INJURY FUNDS AND
OTHER MANDATORY POOLING ARRANGEMENTS MAY REDUCE OUR PROFITABILITY.

Most states have guaranty fund laws under which insurers doing business in the
state are required to fund policyholder liabilities of insolvent insurance
companies. Generally, assessments are levied by guaranty associations within the
state, up to prescribed limits, on all insurers doing business in that state on
the basis of the proportionate share of the premiums written by insurers doing
business in that state in the lines of business in which the impaired, insolvent
or failed insurer is engaged. Maximum contributions required by law in any one
state in which we offer insurance vary between 0.3% and 2.0% of direct premiums
written. We recorded an estimate of $4.9 million, $4.3 million and $2.3 million
(excluding expected recoveries of $2.7 million, $3.1 million and $2.6 million)
for our expected liability for guaranty fund assessments at December 31, 2005,
2004 and 2003, respectively. The assessments levied on us may increase as we
increase our premiums written.

Many states also have laws that established second injury funds to reimburse
employers and insurance carriers for workers' compensation benefits paid to
employees who are injured and whose disability is increased by a prior
work-related injury. The source of these funds is an assessment charged to
workers' compensation insurance carriers doing business in such states.
Assessments are based on paid losses or premium surcharge mechanisms. Several of
the states in which we operate maintain second injury funds with material
assessments. Our total assessments were $11.3 million in 2005, $4.9 million in
2004 and $6.0 million in 2003. Our collections from these funds were $2.2
million in 2005, $3.4 million in 2004 and $1.5 million in 2003. There is
significant uncertainty that these funds will have the money required to
reimburse us for our claims. For example, Florida's fund currently has
significant unfunded liabilities and no reserves exist to satisfy future claims.
Consequently, we have recorded no asset for future collections. No recoveries
are available from Florida's fund for claims arising from accidents occurring on
or after January 1, 1998. Beginning in the third quarter of 2005, the second
injury fund assessment in South Carolina was doubled to 36.8% on losses. A pre
tax charge of $3.3 million was recorded in the third quarter to reflect the
impact of this rate change. The fund assessment was reduced to 25% as
communicated in a letter to the Company dated April 25, 2006. A pre tax benefit
of $0.7 million was recorded in the second quarter to reflect the impact of this


                                       13
<PAGE>

rate change. Additionally, this assessment was further reduced to 24.5% in
September 2006.

As a condition to the ability to conduct business in some states, insurance
companies are required to participate in mandatory workers' compensation shared
market mechanisms, or pooling arrangements. These arrangements provide insurance
to companies that are otherwise unable to obtain coverage due, for example, to
their prior loss experience. Our estimated liability is based upon currently
available information and could change based on additional information or
reinterpretations of existing information concerning the actions of the pools.
Although we price our products to account for the obligations that we may have
under these pooling arrangements, we may not be successful in estimating our
liability for these obligations. Accordingly, our prices may not fully account
for our liabilities under pooling arrangements, which may cause a decrease in
our profits. We cannot predict the financial impact of our participation in any
shared market or pooling mechanism that may be implemented in the future. As we
write policies in new states that have pooling arrangements, we will be required
to participate in additional pooling arrangements. Further, the insolvency of
other insurers in these pooling arrangements would likely increase the liability
for other members in the pool. The effect of these assessments and mandatory
shared market mechanisms or changes in them could reduce our profitability in
any given period or limit our ability to grow our business.

WE RELY ON OUR INFORMATION TECHNOLOGY AND TELECOMMUNICATION SYSTEMS, AND THE
FAILURE OF THESE SYSTEMS COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.

Our business is highly dependent upon the successful and uninterrupted
functioning of our information technology and telecommunications systems. We
rely on these systems to process new and renewal business, provide customer
service, make claims payments and facilitate collections and cancellations.
These systems also enable us to perform actuarial and other modeling functions
necessary for underwriting and rate development. The failure of these systems,
or the termination of a third party software license upon which any of these
systems is based, could interrupt our operations or materially impact our
ability to evaluate and write new business. As our information technology and
telecommunications systems interface with and depend on third party systems, we
could experience service denials if demand for such services exceeds capacity or
such third party systems fail or experience interruptions. If sustained or
repeated, a system failure or service denial could result in a deterioration of
our ability to write and process new and renewal business and provide customer
service or compromise our ability to pay claims in a timely manner. This could
result in a material adverse effect on our business.


                                       14
<PAGE>

AS WE ONLY OFFER WORKERS' COMPENSATION INSURANCE, NEGATIVE DEVELOPMENTS IN THIS
INDUSTRY WOULD ADVERSELY AFFECT OUR BUSINESS.

We only offer workers' compensation insurance and have no plans to offer any
other type of insurance. As a result of this concentration, negative
developments in the economic, competitive or regulatory conditions affecting the
workers' compensation insurance industry could have a material adverse effect on
our results of operations and financial condition. A significant decrease in
pricing due to increased competition or regulatory action, adverse court
decisions interpreting states' workers' compensation laws and newly enacted
legislation could negatively impact our business.

The Florida OIR disapproved a rate filing for 2006 prepared by the NCCI,
requesting on behalf of all Florida licensed workers' compensation insurers a
7.2% rate decrease. Subsequently, the Florida OIR approved an overall average
13.5% decrease for all Florida licensed workers' compensation insurers. The
effect of the approved decrease cannot currently be ascertained. If the 2006
premium decrease had been in effect in 2005, our direct premiums written would
have declined by $14.2 million, our Florida net loss ratio would have increased
by 8.2% and our company wide net loss ratio would have increased by 3.4%. If the
approved rate decrease results in a material adverse effect on our profitability
in Florida, we may elect to reduce the amount of premiums written there. In
states in which we operate, other than administered pricing states, should our
competitors offer products at prices lower than we believe would be profitable,
we may decline to compete at those lower prices and our premium levels could be
reduced. Many of our competitors are multi line carriers that can price the
workers' compensation insurance that they offer at a loss in order to obtain
other lines of business at a profit. As we offer only workers' compensation
insurance, we must make a profit on this business and will not lower our price
to obtain business below a price that we believe will be profitable for us.

The NCCI has submitted its 2007 annual workers compensation rate filing to the
Florida OIR, which calls for a statewide average 13.3% rate decrease. The OIR
has ordered NCCI to amend its filing to bring about a rate reduction of 15.7%.
Significant declines in claim frequency and an improvement in loss development
since reforms enacted by the legislature in 2003 are the two main reasons for
the proposed premium level decrease. The new rates will apply to all new and
renewal policies as of January 1, 2007.

Adverse economic conditions for the construction industry across the states in
which we do business could also adversely affect our business, as over 40% of
our business historically has come from underwriting workers' compensation
insurance for the construction industry. This industry is more vulnerable than
most to downturns in the local economy, including those in the housing market,
and natural disasters. We also derive 20.0% of our business from the goods and
services industry and over 15% of our business from the manufacturing industry.
Negative developments in these industries would have a greater effect on us,
compared to more diversified insurers that also sell other types of insurance
products. See also "--Our geographic concentration ties our performance to
business, economic and regulatory conditions in certain states."


                                       15
<PAGE>

IF WE ARE UNABLE TO OBTAIN REINSURANCE, OUR ABILITY TO WRITE NEW POLICIES AND TO
RENEW EXISTING POLICIES COULD BE ADVERSELY AFFECTED.

Like other insurers, we manage risk, in part, by buying reinsurance. We
currently purchase excess of loss reinsurance. Under excess of loss reinsurance,
a reinsurer reimburses the ceding company for losses and loss expenses over a
specified dollar amount up to an agreed limit per occurrence. For 2006 and in
2005, our excess of loss reinsurers assumed liability on each loss occurrence up
to $30.0 million and $20.0 million, respectively, subject to our retention of
the first $2.0 million.

We review and renegotiate our reinsurance protection each year. The
availability, amount and cost of reinsurance are subject to market conditions
and to our experience with insured losses. We cannot be certain that our
reinsurance agreements will be renewed or replaced prior to their expiration
upon terms satisfactory to us. If we are unable to renew or replace our
reinsurance agreements upon terms satisfactory to us, our net liability on
individual risks would increase and we would have greater exposure to
catastrophic losses. If this were to occur, our underwriting results would be
subject to greater variability and our underwriting capacity would be reduced.
These consequences could adversely affect our financial performance.

WE HAVE ELIMINATED OUR USE OF QUOTA SHARE REINSURANCE. THE GREATER RISK WE HAVE
RETAINED COULD RESULT IN LOSSES.

We terminated our quota share reinsurance effective June 30, 2004 on new and
renewal business. Effective July 1, 2005, we terminated the quota share
reinsurance we maintained on a run-off basis for policies written prior to June
30, 2004. Quota share reinsurance was used in the past primarily to increase our
underwriting capacity and to reduce our exposure to losses. Quota share
reinsurance refers to a form of reinsurance under which the reinsurer
participates in a specified percentage of the premiums and losses on all
reinsured policies in a given class of business. As a result of the termination
of our quota share reinsurance, we will retain and earn more of the premiums we
write, but will also retain more of the related losses. Our increased exposure
to potential losses could have a material adverse effect on our business,
financial condition and results of operations.

WE HAVE REDUCED OUR USE OF EXCESS OF LOSS REINSURANCE. THE GREATER RISK WE HAVE
RETAINED COULD RESULT IN LOSSES.

We reduced the amount of excess of loss reinsurance we purchased in 2005 and
2006 compared to 2004. Excess of loss reinsurance refers to a form of
reinsurance in which the reinsurer reimburses the insurer for all or a portion
of claim payments in excess of a specified amount and usually subject to a
limit, in exchange for a specified premium. For policies effective January 1,
2005 or later, we no longer maintain reinsurance coverage for the layer of loss
occurrences in excess of $1.0 million but not in excess of $2.0 million. This
layer of excess of loss reinsurance was used in the past primarily to reduce the
volatility of our financial results caused by large loss occurrences. We have
continued to purchase excess of loss reinsurance for losses above $2.0 million,
up to $20.0 million in 2005 and $30.0 million in 2006. As a result of the
reduction of excess of loss reinsurance purchased, we will reduce our overall
reinsurance costs, but will also retain more losses from large loss occurrences.
Our election not to maintain reinsurance coverage for the layer of loss


                                       16
<PAGE>

occurrences in excess of $1.0 million but not in excess of $2.0 million for 2005
reduced our reinsurance costs by approximately $6.2 million and increased our
retained losses by $4.1 million. Our increased exposure to losses from large
loss occurrences could have a material adverse effect on our business, financial
condition and results of operations.

LITIGATION AGAINST OUR INSURANCE SUBSIDIARIES COULD HAVE AN ADVERSE EFFECT ON
OUR BUSINESS, RESULTS OF OPERATIONS AND/OR FINANCIAL CONDITION.

Our insurance subsidiaries have been named as defendants in various legal
actions in the course of their insurance operations. Our subsidiaries have
responded to the lawsuits, and we believe that there are meritorious defenses
and intend to vigorously contest these claims. Adverse judgments in multiple
lawsuits could require us to pay significant damage amounts in the aggregate or
to change aspects of our operations, which could have a material adverse effect
on our financial results.

OUR STATUS AS AN INSURANCE HOLDING COMPANY WITH NO DIRECT OPERATIONS COULD
ADVERSELY AFFECT OUR ABILITY TO MEET OUR OBLIGATIONS AND PAY DIVIDENDS IN THE
FUTURE.

AmCOMP is a holding company that transacts substantially all of its business
through operating subsidiaries. Our primary assets are the stock of our
operating subsidiaries. Our ability to meet obligations on outstanding debt, to
pay stockholder dividends and to make other payments depends on the surplus and
earnings of our subsidiaries and their ability to pay dividends or to advance or
repay funds. Payments of dividends and advances and repayments by our insurance
subsidiaries are restricted by state insurance laws and could be subject to
contractual restrictions in the future, including those imposed by indebtedness
we may incur in the future. In addition, the payment of stockholder dividends by
us is within the discretion of our board of directors and will depend on
numerous factors, including our financial condition, our capital requirements
and other factors that our board of directors considers relevant. Currently, we
do not intend to pay dividends on our capital stock. RISKS RELATED TO OUR
INDUSTRY

OUR RESULTS OF OPERATIONS AND REVENUES MAY FLUCTUATE AS A RESULT OF MANY
FACTORS, INCLUDING CYCLICAL CHANGES IN THE INSURANCE INDUSTRY, WHICH MAY CAUSE
THE PRICE OF OUR COMMON STOCK TO BE VOLATILE.

The results of operations of companies in the insurance industry historically
have been subject to significant fluctuations and uncertainties. Our
profitability can be affected significantly by:

      o  competition;

      o  rising levels of loss costs that we cannot anticipate at the time we
         price our products;

      o  volatile and unpredictable developments, including man-made or natural
         catastrophes or terrorist attacks;

      o  changes in the level of reinsurance capacity and capital capacity;


                                       17
<PAGE>

      o  changes in the amount of loss reserves resulting from new types of
         claims and new or changing judicial interpretations relating to the
         scope of insurers' liabilities;

      o  changes in the regulatory or legal framework governing the worker's
         compensation system;

      o  premium rate levels fixed by regulators; and

      o  fluctuations in interest rates, inflationary pressures and other
         changes in the investment environment, which affect returns on invested
         assets and may impact the ultimate payout of losses.

The supply of insurance is related to prevailing prices, the level of insured
losses and the level of industry surplus, which, in turn, may fluctuate in
response to changes in rates of return on investments being earned in the
insurance industry. As a result, the insurance business historically has been a
cyclical industry characterized by periods of intense price competition due to
excessive underwriting capacity as well as periods when shortages of capacity
permitted favorable premium levels. During 1998, 1999 and 2000, the workers'
compensation insurance industry experienced substantial pricing competition, and
this pricing competition greatly affected our ability to increase premium rates.
Beginning in 2001, we witnessed a decrease in pricing competition in the
industry, which enabled us to raise our rates. Although our rates have increased
in recent years, the supply of insurance may increase, either by capital
provided by new entrants or by the commitment of additional capital by existing
insurers, which may cause prices to decrease. For example, in October 2005, the
Florida OIR approved an overall average 13.5% decrease in premium rates for all
workers' compensation insurance policies written by all Florida licensed
insurance carriers in 2006. This reduction may have a material adverse effect on
our profitability in Florida next year and may result in a decrease in the
number of policies we issue in Florida in 2006. Any of these factors could lead
to a significant reduction in premium rates, less favorable policy terms and
fewer policies written. In addition to these considerations, changes in the
frequency and severity of losses suffered by insureds and insurers may affect
the cycles of the insurance business significantly, and we expect to experience
the effects of such cyclicality. This cyclicality may cause the price of our
securities to be volatile.

RECENT INVESTIGATIONS INTO INSURANCE AND REINSURANCE PRACTICES COULD CAUSE
VOLATILITY IN OUR STOCK AND ADVERSELY AFFECT OUR BUSINESS.

The Florida OIR is among the regulators that have been investigating insurance
industry practices. On April 20, 2005, the Florida OIR announced that it had
issued investigative subpoenas requesting information related to finite
reinsurance activities in the insurance industry. Finite reinsurance is a type
of reinsurance that is structured to limit the amount of insurance risk the
reinsurer assumes. Prior to 2005, AmComp did purchase quota share reinsurance,
which may have the characteristics of finite reinsurance. In cases where quota
share reinsurance qualified for risk transfer, the transaction was treated in
our financial statements as reinsurance. In certain other cases, where quota
share reinsurance did not qualify for risk transfer, we recorded the effects of
the transaction pursuant to deposit accounting. AmCOMP Assurance has received
and responded to an investigative subpoena from the Florida OIR requesting
answers to interrogatories and the production of certain documents relating to
the Florida OIR's civil investigation into finite reinsurance activities in the


                                       18
<PAGE>

insurance industry. These inquiries were made to certain other Florida domestic
insurers, as well as to certain reinsurers doing business with Florida domestic
insurers.

The Florida OIR's civil investigation, all developing regulatory responses
related to the investigation and other investigations relating to brokerage
practices in the insurance industry represent an evolving area of law. At this
time, we are unable to predict the potential effects, if any, that these
investigations and inquiries may have upon the insurance markets and industry
business practices. For example, they may lead to changes in industry practices
that may make it more difficult for us to compete for insurance business, reduce
the effectiveness of our business processes or increase our cost of doing
business. For example, 12.6% of our direct premiums written for the year ended
December 31, 2005 were collected by insurance agencies that are responsible for
collecting premiums on our behalf. As we do not require a deposit or collateral
from these agencies in respect of accrued balances, we may be subject to credit
risk with respect to these agencies if they suffer severe financial difficulties
as a result of these or other investigations. Any of the foregoing could
materially and adversely affect our business, results of operations and
financial condition. In addition, to the extent that any of the arrangements
into which we routinely enter with our agents were determined to be unlawful, we
could be fined or otherwise penalized. These inquiries and investigations have
also caused substantial volatility in the prices of insurance company stocks
generally, and this volatility may continue or increase in the future if these
inquiries and investigations continue or are expanded.

We also expect new regulatory requirements related to finite reinsurance to be
imposed on the insurance industry. The NAIC has requested its Property and
Casualty Reinsurance Study Group of the Reinsurance Task Force to formally study
statutory financial accounting issues related to finite reinsurance. In an
effort to eliminate the abuse of finite reinsurance contracts, changes have been
proposed to filing forms that would require insurers to make specific
disclosures related to finite reinsurance on their financial statement filings.
Additionally, the Florida OIR is developing new regulations that would require
domestic insurers to make additional disclosures and attestations relating to
their finite and other risk limiting reinsurance agreements and comply with new
disclosure requirements. Increased regulation of finite reinsurance may affect
the availability or cost of reinsurance in ways that are difficult to foresee at
present, and could have a material adverse effect on our business.

Recent investigations of broker placement and compensation practices initiated
by the attorney general's office of certain states, including the State of New
York, together with recently filed class action lawsuits initiated against such
broker entities and certain insurance companies, have challenged the legality of
certain activities conducted by these brokers and companies. The investigations
and suits challenge, among other things, the appropriateness of setting fees
paid to brokers based on the volume of business placed by a broker with a
particular insurer or reinsurer; the payment of contingent fees to brokers by
insurers or reinsurers and the alleged conflict of interest arising from such
fee arrangements; the nondisclosure by brokers to their clients of contingent
fees paid to them by insurers and reinsurers; bid rigging, and tying the receipt
of direct insurance to placing reinsurance through the same broker. AmComp
distributes its products through independent agents who are appointed by and
represent the Company and does not distribute through brokers. In some cases, we
do pay contingent commissions to our agents. To our knowledge, these
investigations have been focused on broker practices. However, these


                                       19
<PAGE>

investigations and lawsuits may change industry practices in unforseeable ways
and those changes could adversely affect the competitive environment in our
business.

ACTS OF TERRORISM COULD NEGATIVELY AFFECT OUR BUSINESS AND FINANCIAL CONDITION,
AND THE AVAILABILITY OF FEDERAL REIMBURSEMENT FOR ACTS OF TERRORISM COULD EXPIRE
OR BE CURTAILED.

We are required to provide workers' compensation benefits for losses resulting
from certain acts of terrorism. The impact on us of any terrorist act will
depend upon the nature, extent, location and timing of such an act, and could be
material. The extent of losses from an act of terrorism is a function of both
the number of workers employed by our policyholders in the area affected by the
event and the severity of the event.

The Terrorism Risk Insurance Act of 2002 (the "2002 Act") was enacted in
response to the events of September 11, 2001. The program initiated by the 2002
Act applies to losses arising out of acts of terrorism that are certified as
such by the Secretary of the Treasury. In order to be certified as an act of
terrorism under the 2002 Act, losses incurred as a result of the act are
required to exceed $5.0 million, and the act may not be an act of domestic
terrorism. In addition, such losses must arise out of an act of terrorism
committed in the course of a war declared by the United States Congress, except
with respect to workers' compensation coverage. Under the 2002 Act, Federal
reimbursement is subject to an annual aggregate limit of $100.0 billion. Each
insurer is responsible for a deductible based on a percentage of its direct
premiums earned in the previous calendar year. Our 2005 deductible is equal to
15% of 2004 direct premiums earned, or approximately $37.4 million. For losses
in excess of the deductible, the Federal government will reimburse 90% of the
insurer's loss, up to the insurer's proportionate share of the $100.0 billion.
Insurers will not be liable for payments for any portion of losses in excess of
the $100.0 billion annual limit.

In December 2005, President Bush signed into law the Terrorism Risk Insurance
Extension Act of 2005 (the "2005 Act"), which extends the 2002 Act for an
additional two years to December 31, 2007. While the underlying structure of the
2002 Act was left intact, the 2005 Act makes some adjustments, including
increasing the current insurer deductible from 15% of direct premiums earned to
17.5% for 2006, and to 20% of such premiums in 2007. For losses in excess of the
deductible, the Federal government still reimburses 90% of the insurer's loss,
but the amount of Federal reimbursement decreases to 85% of the insurer's loss
in 2007. After March 31, 2006, Federal reinsurance will only be available if
industry aggregate insured losses from a certified act exceed $50.0 million. The
program trigger increases to $100.0 million in 2007. When these increases take
effect, insurers must still provide terrorism insurance for events causing
losses up to that amount, even though Federal reinsurance is only available for
events causing losses exceeding that amount.

Under the 2005 Act, insurers must offer coverage for losses due to terrorist
acts in all of their commercial property and casualty insurance policies. The
2005 Act's definition of property and casualty insurance includes workers'
compensation insurance. Moreover, the workers' compensation laws of the various
states generally do not permit the exclusion of coverage for losses arising from
terrorist acts as well as nuclear, biological and chemical attacks. In addition,
we are not able to limit our loss arising from any one catastrophe or any one
claimant. Our reinsurance policies exclude coverage for losses arising out of


                                       20
<PAGE>

terrorism and nuclear, biological and chemical attacks. Therefore, acts of
terrorism could adversely affect our business and financial condition.

RISKS RELATED TO THIS OFFERING

YOUR ABILITY TO INFLUENCE CORPORATE DECISIONS MAY BE LIMITED BECAUSE OUR
PRINCIPAL STOCKHOLDERS BENEFICIALLY OWN 26.8% OF OUR COMMON STOCK.

Our principal stockholders beneficially own, in the aggregate, approximately
26.8% of our outstanding stock. These stockholders may be able to determine who
will be elected to our board of directors and to control substantially all
matters requiring approval by our stockholders, including mergers, sales of
assets and approval of other significant corporate transactions, in a manner
with which you may not agree or that may not be in your best interest. This
concentration of stock ownership may adversely affect the trading price for our
common stock because investors often perceive disadvantages in owning stock in
companies with controlling stockholders.

THE PRICE OF OUR COMMON STOCK MAY DECREASE, AND YOU MAY LOSE ALL OR A PART OF
YOUR INVESTMENT.

The trading price of our common stock may fluctuate widely as a result of a
number of factors, many of which are beyond our control, including:

      o  variations in our quarterly operating results;

      o  changes in operating and stock performance of similar companies;

      o  changes in earnings estimates and market price targets by securities
         analysts;

      o  investor perception of the workers' compensation insurance industry and
         of our company;

      o  results of operations that vary from those expected by securities and
         other market analysts and investors;

      o  future sales of our securities;

      o  litigation developments;

      o  regulatory actions;

      o  departures of key personnel; and

      o  general market conditions, including market volatility.

A significant decline in our stock price could result in substantial losses for
individual stockholders and could lead to costly and disruptive securities
litigation.


                                       21
<PAGE>

In addition, the stock market in recent years has experienced substantial price
and volume fluctuations that sometimes have been unrelated or disproportionate
to the operating performance of companies whose shares are publicly traded. As a
result, the trading price of shares of our common stock may be below the
exercise price of an optionee's options and you may be unable to sell your
shares of common stock at or above the price that you pay to purchase them, and
you may lose some or all of your investment.

FUTURE SALES OF OUR COMMON STOCK, OR THE POSSIBILITY OR PERCEPTION THAT SUCH
FUTURE SALES MIGHT OCCUR, MAY DEPRESS ITS PRICE.

The market price of our common stock could decline as a result of sales of
substantial numbers of shares in the public market after the closing of this
offering after the day hereof, or the perception that these sales could occur.
This may make it more difficult for you to sell your shares at a time and at a
price that you deem appropriate. In addition, these factors could make it more
difficult for us to raise funds through future offerings of common stock. There
were 15,562,155 shares of our common stock outstanding on October 3, 2006. All
of these shares are freely transferable without restriction or further
registration under the Securities Act of 1933, as amended, except for the
4,597,659 shares held by our senior management, directors, 1% or greater
stockholders and their affiliates.

We are registering the offer and sale of 855,654 shares of our common stock
reserved for issuance upon the exercise of options granted or reserved for grant
under our stock option plans and agreements. Once the registration is effective,
stockholders can sell these shares in the public market upon issuance, subject
to restrictions under the securities laws and any applicable lock-up agreements.
In addition, some of our existing stockholders will be entitled to register
their shares of our common stock after this offering. We may also acquire other
companies or assets or finance strategic alliances by issuing equity, which may
result in additional dilution to you.

FLORIDA AND OTHER APPLICABLE STATE INSURANCE LAWS, CERTAIN PROVISIONS OF OUR
CHARTER DOCUMENTS AND DELAWARE LAW COULD PREVENT OR DELAY A CHANGE OF CONTROL OF
AMCOMP AND COULD ALSO LIMIT THE MARKET PRICE OF OUR COMMON STOCK.

Florida insurance law prohibits any person from acquiring 5% or more of the
outstanding voting securities of us or any of our insurance subsidiaries without
the prior approval of the Florida OIR. Any person wishing to acquire control of
us or of any substantial portion of our outstanding shares would first be
required to obtain the approval of the Florida OIR.

In addition, many state insurance laws require prior notification to the state
insurance department of a change of control of a non-domiciliary insurance
company licensed to transact insurance in that state. While these
pre-notification statutes do not authorize the state insurance departments to
disapprove the change of control, they authorize regulatory action (including a
possible revocation of our authority to do business) in the affected state if
particular conditions exist, such as undue market concentration. Any future
transactions that would constitute a change of control of us may require prior
notification in the states that have pre-acquisition notification laws.

Provisions of our certificate of incorporation and bylaws could discourage,
delay or prevent a merger, acquisition or other change in control of AmCOMP,
even if such a change in control would be beneficial to our stockholders. These


                                       22
<PAGE>

provisions could also discourage proxy contests and make it more difficult for
you and other stockholders to elect directors and take other corporate actions.
These provisions include:

      o  authorizing our board of directors to issue up to 5,000,000 shares of
         preferred stock with rights senior to those of our common stock without
         further stockholder approval;

      o  limiting the ability of our stockholders to call special meetings of
         stockholders;

      o  advance notice requirements for nominations for election to our board
         of directors or for proposing matters that can be acted upon by
         stockholders at the stockholder meetings; and

      o  prohibiting stockholder action by written consent, thereby limiting
         stockholder action to that taken at a meeting of our stockholders.

Section 203 of the Delaware General Corporation Law prohibits a publicly-held
Delaware corporation from engaging in a business combination with a person who
acquires at least 15% of its voting stock for a period of three years after the
date such person acquired such voting stock, unless the business combination is
approved in a prescribed manner. These provisions and other similar provisions
make it more difficult for stockholders or potential acquirers to acquire us
without negotiation. These provisions may apply even if some stockholders may
consider the transaction beneficial to them.

These provisions could limit the price that investors are willing to pay in the
future for shares of our common stock. These provisions might also discourage a
potential acquisition proposal or tender offer, even if the acquisition proposal
or tender offer is at a premium over the then current market price for our
common stock.

WE DO NOT ANTICIPATE PAYING DIVIDENDS ON OUR CAPITAL STOCK IN THE FORESEEABLE
FUTURE.

We currently intend to retain our future earnings, if any, to fund the
development and growth of our business. The amount of cash we may have available
is in part limited by dividend restrictions imposed on our insurance
subsidiaries by state insurance laws and regulations, which prescribe the amount
of dividends our insurance subsidiaries can pay us. As a result, capital
appreciation, if any, of our common stock will be your sole source of gain for
the foreseeable future.

BEING A PUBLIC COMPANY INCREASES OUR ADMINISTRATIVE COSTS AND MAY ADD OTHER
BURDENS.

As a public company, we will incur significant legal, accounting and other
expenses that we did not incur as a private company. In addition, the
Sarbanes-Oxley Act of 2002, rules implemented by the Securities and Exchange
Commission, or SEC, and new listing requirements of the Nasdaq Global Market
have required changes in corporate governance practices of public companies. We
expect these new rules and regulations to increase our legal and financial
compliance costs and to make some activities more time consuming and costly. We
also expect these new rules and regulations to make it more difficult and more
expensive for us to obtain director and officer liability insurance, and we may
be required to accept reduced coverage or incur substantially higher costs to


                                       23
<PAGE>

obtain coverage. These new rules and regulations could also make it more
difficult for us to attract and retain qualified members of our board of
directors, particularly those serving on our audit committee.

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.

As a public company, absent an available exemption, we will be required to
comply with Section 404 of the Sarbanes Oxley Act by no later than December 31,
2007. However, we cannot be certain as to the timing of completion of our
evaluation, testing and remediation actions or the impact of the same on our
operations. Furthermore, upon completion of this process, we may identify
control deficiencies of varying degrees of severity that remain unremediated. As
a public company, we will be required to report, among other things, control
deficiencies that constitute a "material weakness." A "material weakness" is a
significant deficiency, or combination of significant deficiencies, that results
in more than a remote likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or detected. If we fail to
implement the requirements of Section 404 in a timely manner, we might be
subject to sanctions or investigation by regulatory agencies such as the SEC. In
addition, failure to comply with Section 404 or the report by us of a material
weakness may cause investors to lose confidence in our financial statements and
the trading price of our common stock may decline. If we fail to remedy any
material weakness, our financial statements may be inaccurate, our access to the
capital markets may be restricted and the trading price of our common stock may
decline.

OUR MANAGEMENT AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAVE IN THE
PAST DETERMINED THAT THERE ARE MATERIAL WEAKNESSES IN OUR INTERNAL CONTROLS OVER
FINANCIAL REPORTING. IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL
CONTROLS OVER FINANCIAL REPORTING, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR
FINANCIAL RESULTS.

During their audit of our financial statements for the year ended December 31,
2003, our independent registered public accounting firm identified certain
reportable conditions that constitute material weaknesses in the internal
controls over our financial reporting. Specifically, our independent auditors
noted that (1) there were significant errors in recording reinsurance related
balances, (2) there were significant accounting adjustments in the recording of
dividends, allowance for doubtful accounts and the reinsurance experience
account, (3) there were significant adjustments in the tax accounts after we
completed our review, and there were errors in the tax returns prepared by an
outside third party, and (4) our process at that time did not provide for timely
preparation and filing of GAAP financial statements.

During their audit of our financial statements for the year ended December 31,
2004, our independent registered public accounting firm identified certain
reportable conditions that constitute material weaknesses in the internal
controls over financial reporting of our insurance subsidiaries, AmCOMP
Assurance and AmCOMP Preferred. With regard to AmCOMP Assurance and AmCOMP
Preferred, our independent auditors noted that audit adjustments were identified
during the 2004 audit process in areas that require management judgment and
accounting estimates and impacted the assessment accrual and commission
accruals. Our analyses of these accounts had not been updated for all known
information at the time of the audit or were not used to adjust the general


                                       24
<PAGE>

ledger to the appropriate amount. As a result, audit adjustments on the
financial statements we prepared were required.

Our audit committee and management team agreed with the matters identified as
material weaknesses. In response, we initiated corrective actions that we
believe addressed these control deficiencies. If we fail to maintain an
effective system of internal controls over financial reporting, we may not be
able to accurately report our financial results.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and documents incorporated by reference into this prospectus
contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, that are not historical facts, but rather are based on
current expectations, estimates and projections about our business and industry,
our beliefs and assumptions. Words such as "anticipates," "expects," "intends,"
"plans," "believes," "seeks," "estimates," and variations of these words and
similar expressions are intended to identify forward-looking statements. These
statements are based on our current plans and expectations and involve risks and
uncertainties over which we have no control, that could cause actual future
activities and results of operations to be materially different from those set
forth in the forward-looking statements. Important factors that could cause
actual future activities and operating results to differ include fluctuating
demand for capital goods such as large glass presses, delay in the recovery of
demand for components used by telecommunications infrastructure manufacturers
and exposure to foreign economies. Important information regarding risks and
uncertainties is also set forth elsewhere in this document, including in those
described in "Risk Factors" beginning on page 4, as well as elsewhere in this
prospectus and in documents incorporated by reference into this prospectus. You
are cautioned not to place undue reliance on these forward-looking statements,
which reflect our management's view only as of the date of this prospectus or as
of the date of any document incorporated by reference into this prospectus. All
subsequent written or oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by these
cautionary statements. We undertake no obligation to update these statements or
publicly release the results of any revisions to the forward-looking statements
that we may make to reflect events or circumstances after the date of this
prospectus or the date of any document incorporated into this prospectus or to
reflect the occurrence of unanticipated events.

You are also urged to carefully review and consider the various disclosures made
by us in this document, as well as in our prior periodic reports on Forms 10-K
and 8-K, filed with the Securities and Exchange Commission and listed under the
caption "Incorporation by Reference" on page 3 of this prospectus.

We make available, free of charge, our annual report on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K, if any.

We also make this information available on our website at WWW.AMCOMP.COM.


                                       25
<PAGE>

                                 USE OF PROCEEDS

The common stock offered hereby is being registered for the account of the
selling stockholders identified in this prospectus. See "Selling Stockholders."
All net proceeds from the sale of the common stock will go to the stockholders
who offer and sell their shares. We will not receive any part of the proceeds
from such sales of common stock. We will, however, receive the exercise price of
the options at the time of their exercise. Such proceeds will be used for
general corporate purposes, working capital and to make acquisitions, although
the Company has not identified any specific acquisitions at this time.

                              SELLING STOCKHOLDERS

This prospectus relates to the reoffer and resale of shares issued or that may
be issued to the selling stockholders under our Plans. This prospectus also
relates to such indeterminate number of additional shares of common stock that
may be acquired by the selling stockholders as a result of the antidilution
provisions of the Plans. We will provide additional information regarding the
identity of the selling stockholders and certain other information relating to
the selling stockholders in a supplement to this prospectus if we are required
by law to do so.

The following table sets forth (i) the number of shares of common stock owned by
each selling stockholder as of October 3, 2006, (ii) the number of shares of
common stock to be offered for resale by each selling stockholder (i.e., the
total number of shares of common stock underlying options held by each selling
stockholder irrespective of whether such options are presently exercisable
within 60 days after October 3, 2006) and (iii) the number and percentage of
shares of common stock that each selling stockholder will beneficially own after
completion of the offering, assuming that all shares of common stock that may be
offered for resale are sold and no other shares beneficially owned by the
selling stockholders are also sold.

                                                                               Number of Shares     Percentage of
                                                                                of Common Stock      Class to be
                                   Number of Shares of    Number of Shares of     Owned after        Owned after
                                  Common Stock Owned at   Common Stock to be   Completion of the    Completion of
              Name                  October 3, 2006(1)   Offered for Resale(2)    Offering(3)       the Offering

Fred R. Lowe......................         417,219(4)            458,434               177,087          1.1%
Debra Cerre-Ruedisili.............         139,064(5)            255,555                40,829            *
Kumar Gursahaney..................          26,830(6)            105,000                 5,000            *
Antonio Faillaci..................           7,695(7)              3,766                 3,929            *
Sam A. Stephens...................       1,005,992                 7,333             1,005,992          6.5%
Paul B. Queally...................       1,368,292(8)              7,333             1,368,292          8.8%
Sean Traynor......................               0                 7,333                     0            *
Donald C. Stewart.................               0                 7,333                     0            *
Spencer L. Cullen, Jr.............               0                 7,333                     0            *

-----------------
* Less than 1%.


                                       26
<PAGE>

(1)      Unless otherwise indicated, we believe that all people named in the
         above table have sole voting and investment power with respect to all
         shares of common stock beneficially owned by them. A person is deemed
         to be the beneficial owner of securities that can be acquired by such
         person within 60 days after October 3, 2006 upon the exercise of
         options, warrants or convertible securities. Each beneficial owner's
         percentage ownership is determined by assuming that options, warrants
         and convertible securities held by such person (but not those held by
         any other person) and which are exercisable or convertible within 60
         days have been exercised or converted.

(2)      Reflects all shares of common stock issuable upon exercise or
         conversion of options, warrants and convertible securities.

(3)      Beneficial ownership of shares held by each selling stockholder after
         this offering assumes that each selling stockholder sold all of the
         shares it is offering in this prospectus but actually will depend on
         the number of shares sold by such selling stockholder in this offering.

(4)      Includes 240,132 shares of common stock issuable upon exercise of
         options held by Mr. Lowe.

(5)      Includes 98,235 shares of common stock issuable upon exercise of
         options held by Ms. Cerre-Ruedisili. Also includes 200 shares of common
         stock that Ms. Cerre-Ruedisili holds as custodian for her children. Ms.
         Cerre-Ruedisili disclaims beneficial ownership of these 200 shares.

(6)      Includes 21,830 shares of common stock issuable upon exercise of
         options held by Mr. Gursahaney.

(7)      Includes 3,766 shares of common stock issued as a result of Mr.
         Faillaci's cashless exercise of options to purchase 43,660 shares of
         common stock.

(8)      The number of shares beneficially owned consists of (a) 1,227 shares of
         common stock held by Mr. Queally and (b) 1,367,065 shares of common
         stock held by WCAS VII. Mr. Queally is a general partner of the sole
         general partner of WCAS VII. Mr. Queally may be deemed to have shared
         investment and voting power with respect to the securities held by WCAS
         VII. Mr. Queally disclaims beneficial ownership of the securities held
         by WCAS VII, except to the extent of his equity interest therein.

We cannot assure you that the selling stockholders will exercise their options
to purchase our shares of common stock.

The shares covered by this prospectus may be sold from time to time so long as
this prospectus remains in effect; provided, however, that the selling
stockholders first contact our Corporate Secretary to confirm that this
prospectus is in effect. We intend to distribute to each selling stockholder a
letter describing the procedures that the selling stockholder may follow in
order to use this prospectus to sell the shares and under what conditions the
prospectus may not be used. The selling stockholders expect to sell the shares


                                       27
<PAGE>

at prices then attainable, less ordinary brokers' commissions and dealers'
discounts as applicable.

                              PLAN OF DISTRIBUTION

This offering is self-underwritten; neither we nor the selling stockholders have
employed an underwriter for the sale of shares of common stock by the selling
stockholders. We will bear all expenses in connection with the preparation of
this prospectus. The selling stockholders will bear all expenses associated with
the sale of the shares of common stock.

The selling stockholders may offer their common stock directly or through
pledgees, donees, transferees or other successors in interest in one or more of
the following transactions:

      o  On any stock exchange on which the shares of common stock may be listed
         at the time of sale;

      o  In negotiated transactions;

      o  In the over-the-counter market; and

      o  In a combination of any of the above transactions.

The selling stockholders may offer their shares of common stock at any of the
following prices:

      o  Fixed prices that may be changed;

      o  Market prices prevailing at the time of sale;

      o  Prices related to such prevailing market prices; and

      o  At negotiated prices.

The selling stockholders may effect such transactions by selling shares to or
through broker-dealers, and all such broker-dealers may receive compensation in
the form of discounts, concessions, or commissions from the selling stockholders
and/or the purchasers of shares of common stock for whom such broker-dealers may
act as agents or to whom they sell as principals, or both (which compensation as
to a particular broker-dealer might be in excess of customary commissions).

Any broker-dealer acquiring shares of common stock from the selling stockholders
may sell the shares either directly, in its normal market-making activities,
through or to other brokers on a principal or agency basis or to its customers.
Any such sales may be at prices then prevailing on Nasdaq or at prices related
to such prevailing market prices or at negotiated prices to its customers or a
combination of such methods. The selling stockholders and any broker-dealers
that act in connection with the sale of the shares of common stock hereunder
might be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act; any commissions received by them and any profit on the resale of
shares as principal might be deemed to be underwriting discounts and commissions
under the Securities Act. Any such commissions, as well as other expenses


                                       28
<PAGE>

incurred by the selling stockholders and applicable transfer taxes, are payable
by the selling stockholders.

The selling stockholders reserve the right to accept, and together with any
agent of the selling stockholder, to reject in whole or in part any proposed
purchase of the shares of common stock. The selling stockholders will pay any
sales commissions or other seller's compensation applicable to such
transactions.

We have not registered or qualified offers and sales of shares of common stock
under the laws of any country other than the United States. To comply with
certain states' securities laws, if applicable, the selling stockholders will
offer and sell their shares of common stock in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
selling stockholders may not offer or sell shares of common stock unless we have
registered or qualified such shares for sale in such states or we have complied
with an available exemption from registration or qualification.

There can be no assurance that the selling stockholders will sell any or all of
the shares offered by them hereunder or otherwise.

                                  LEGAL MATTERS

Certain legal matters in connection with the issuance of the shares of common
stock offered hereby have been passed upon for us by Olshan Grundman Frome
Rosenzweig &amp; Wolosky LLP, New York, New York.

                                     EXPERTS

Deloitte &amp; Touche LLP, independent registered public accounting firm, has
audited our consolidated financial statements and schedules included in our
Annual Report on Form 10-K for the year ended December 31, 2005, as set forth in
their report, which is incorporated by reference in this Registration Statement.
Our financial statements and schedules are incorporated by reference in reliance
on Deloitte &amp; Touche LLP's report, given on their authority as experts in
accounting and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-8 with the SEC for our common
stock offered in this offering. This prospectus does not contain all the
information set forth in the Registration Statement. You should refer to the
registration statement and its exhibits for additional information. Whenever we
make references in this prospectus to any of our contracts, agreements or other
documents, the references are not necessarily complete and you should refer to
the exhibits attached to the registration statement for the copies of the actual
contract, agreement or other document.

The SEC maintains an Internet site at WWW.SEC.GOV that contains reports, proxy
and information statements, and other information regarding us. You may also
read and copy any document we file with the SEC at its Public Reference Room at
100 F Street NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330


                                       29
<PAGE>

for further information on the operation of the Public Reference Room. Our SEC
filings are also available on our website at WWW.AMCOMP.COM.




                                       30
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents filed by us with the Securities and Exchange Commission
(the "SEC") are incorporated by reference in this prospectus:

1.       Our Annual Report on Form 10-K for the fiscal year ended December 31,
         2005;
2.       Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
         31, 2006;
3.       Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
         2006;
4.       Our Current Report on Form 8-K filed on February 16, 2006;
5.       Our Current Report on Form 8-K filed on March 17, 2006;
6.       Our Current Report on Form 8-K filed on June 13, 2006;
7.       Our Current Report on Form 8-K filed on August 11, 2006;
8.       Our Current Report on Form 8-K filed on August 16, 2006;
9.       Our Current Report on Form 8-K filed on August 25, 2006;
10.      Our Current Report on Form 8-K filed on September 27, 2006; and
11.      The description of our common stock contained in our Registration
         Statement on Form 8-A, filed on January 27, 2006.

All documents subsequently filed with the SEC by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the respective dates of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof or of the related prospectus to the extent that a statement contained
herein or in any other subsequently filed document which is also incorporated or
deemed to be incorporated herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The Certificate of Incorporation of the Company provides that we shall indemnify
to the fullest extent permitted by Delaware General Corporation Law, or the
DGCL, any person whom it may indemnify thereunder, including the directors,
officers, employees and agents of the Company. In addition, the Company's
Certificate of Incorporation eliminates, to the extent permitted by the DGCL,


                                      II-1
<PAGE>

personal liability of directors to the Company and its stockholders for monetary
damages for breach of fiduciary duty.

The Company's authority to indemnify its directors and officers is governed by
the provisions of Section 145 of the DGCL, as follows:

         (a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
her equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

         (b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

         (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

         (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or


                                      II-2
<PAGE>

former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.

         (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.

         (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

         (g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.

         (h) For purposes of this section, references to the "corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

         (i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any


                                      II-3
<PAGE>

service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

         (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         (k) The Court of Chancery is hereby vested with exclusive jurisdiction
to herein determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).

The Company has entered into Indemnification Agreements with each of its
directors and certain executive officers, whereby it has agreed to indemnify, to
the fullest extent permitted by applicable law, each such director and officer
from and against any and all expenses (including attorneys' fees), judgments,
fines, penalties, excise taxes and amounts paid in settlement or incurred by
such director or officer for or as a result of action taken or not taken while
such director or officer was acting in his capacity as the director or executive
officer of the Company or its affiliates.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

With respect to the securities owned by Antonio Faillaci, such securities were
issued by the Company in reliance upon exemptions from registration contained in
Section 4(2) of the Securities Act as transactions by an issuer not involving
any public offering and Rule 701 under the Securities Act relating to
transactions occurring under compensatory benefit plans.

ITEM 8.  EXHIBITS.

           4.1             1996 Stock Option Plan, as amended (incorporated by
                           reference to Exhibit 10.7 to the Company's
                           Registration Statement on Form S-1 (File No.
                           333-128272) (the "Form S-1").

           4.2             Form of 2005 Stock Option Plan of the Registrant
                           (incorporated by reference to Exhibit 10.9 to the
                           Form S-1).

           4.3             Amended and Restated Directors' Stock Option Plan of
                           the Registrant (incorporated by reference to Exhibit
                           10.8 to the Form S-1).


                                      II-4
<PAGE>

           4.4             Form of Stock Option Award Agreement of the
                           Registrant for options granted under the Registrant's
                           stock option plans (incorporated by reference to
                           Exhibit 10.10 to the Form S-1).

           4.5*            Form of Free Standing Option Award Agreement.

           5*              Opinion of Olshan Grundman Frome Rosenzweig &amp; Wolosky
                           LLP.

           23(a)*          Consent of Independent Registered Public Accounting
                           Firm - Deloitte &amp; Touche LLP.

           23(b)*          Consent of Olshan Grundman Frome Rosenzweig &amp; Wolosky
                           LLP (included in its opinion filed herewith as
                           Exhibit 5).

           24*             Powers of Attorney (included on the signature page to
                           this Registration Statement).

-------------
* Filed herewith.

ITEM 9.  UNDERTAKINGS.

(a)      The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      to include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     to reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than 20 percent change in
                           the maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                  (iii)    to include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;


                                      II-5
<PAGE>

PROVIDED, HOWEVER, that:

                           (A)      Paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-8 (ss.239.16b of
this chapter), and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated
by reference in the registration statement; and

                           (B)      Paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) of this section do not apply if the registration statement is on
Form S-3 (ss.239.13 of this chapter) or Form F-3 (ss.239.33 of this chapter) and
the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule
424(b)(ss.230.424(b) of this chapter) that is part of the registration
statement.

                           (C)      PROVIDED FURTHER, HOWEVER, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an
offering of asset-backed securities on Form S-1 (ss. 239.11 of this chapter) or
Form S-3 (ss. 239.13 of this chapter), and the information required to be
included in a post-effective amendment is provided pursuant to Item 1100(c) of
Regulation AB (ss. 229.1100(c)).

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial BONA
                  FIDE offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (4)      If the registrant is a foreign private issuer, to file a
                  post-effective amendment to the registration statement to
                  include any financial statements required by Item 8.A. of Form
                  20-F at the start of any delayed offering or throughout a
                  continuous offering. Financial statements and information
                  otherwise required by Section 10(a)(3) of the Act need not be
                  furnished, PROVIDED, that the registrant includes in the
                  prospectus, by means of a post-effective amendment, financial
                  statements required pursuant to this paragraph (a)(4) and
                  other information necessary to ensure that all other
                  information in the prospectus is at least as current as the
                  date of those financial statements. Notwithstanding the
                  foregoing, with respect to registration statements on Form
                  F-3, a post-effective amendment need not be filed to include
                  financial statements and information required by Section
                  10(a)(3) of the Act or Rule 3-19 of this chapter if such
                  financial statements and information are contained in periodic
                  reports filed with or furnished to the Commission by the
                  registrant pursuant to Section 13 or Section 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in the Form F-3.


                                      II-6
<PAGE>

         (5)      That, for the purpose of determining liability under the
                  Securities Act of 1933 to any purchaser:

                  (i)      If the registrant is relying on Rule 430B
                           (ss.230.430B of this chapter):

                           (A)      Each prospectus filed by the registrant
pursuant to Rule 424(b)(3) (ss.230.424(b)(3) of this chapter) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and

                           (B)      Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (ss.230.424(b)(2), (b)(5), or
(b)(7) of this chapter) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x)
(ss.230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of
providing the information required by section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof. PROVIDED, HOWEVER, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date;
or

                  (ii)     If the registrant is subject to Rule 430C
                           (ss.230.430C of this chapter), each prospectus filed
                           pursuant to Rule 424(b) as part of a registration
                           statement relating to an offering, other than
                           registration statements relying on Rule 430B or other
                           than prospectuses filed in reliance on Rule 430A
                           (ss.230.430A of this chapter), shall be deemed to be
                           part of and included in the registration statement as
                           of the date it is first used after effectiveness.
                           PROVIDED, HOWEVER, that no statement made in a
                           registration statement or prospectus that is part of
                           the registration statement or made in a document
                           incorporated or deemed incorporated by reference into
                           the registration statement or prospectus that is part
                           of the registration statement will, as to a purchaser
                           with a time of contract of sale prior to such first
                           use, supersede or modify any statement that was made
                           in the registration statement or prospectus that was
                           part of the registration statement or made in any
                           such document immediately prior to such date of first
                           use.


                                      II-7
<PAGE>

         (6)      That, for the purpose of determining liability of the
                  registrant under the Securities Act of 1933 to any purchaser
                  in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:

                  (i)      Any preliminary prospectus or prospectus of the
                           undersigned registrant relating to the offering
                           required to be filed pursuant to Rule 424 (ss.230.424
                           of this chapter);

                  (ii)     Any free writing prospectus relating to the offering
                           prepared by or on behalf of the undersigned
                           registrant or used or referred to by the undersigned
                           registrant;

                  (iii)    The portion of any other free writing prospectus
                           relating to the offering containing material
                           information about the undersigned registrant or its
                           securities provided by or on behalf of the
                           undersigned registrant; and

                  (iv)     Any other communication that is an offer in the
                           offering made by the undersigned registrant to the
                           purchaser.

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

(h)      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      II-8
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of North Palm Beach, State of Florida on the 20th day of
October, 2006.

                                       AMCOMP INCORPORATED

                                       By: /s/ Fred R. Lowe
                                           -------------------------------------
                                           Fred R. Lowe
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Fred R. Lowe, Debra Cerre-Ruedisili and Kumar
Gursahaney his true and lawful attorney-in-fact, each acting alone, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments to this registration statement, and any related
registration statement filed pursuant to Rule 462(b) of the Act and to file the
same, with exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting along, may lawfully do
or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.

          Signature                               Title                             Date
------------------------------    ---------------------------------------    --------------------

/s/ Fred R. Lowe                  Chairman of the Board, President and        October 20, 2006
------------------------------    Chief Executive Officer (principal
Fred R. Lowe                      executive officer)

/s/ Debra Cerre-Ruedisili         Executive Vice President, Chief             October 20, 2006
------------------------------    Operating Officer and Director
Debra Cerre-Ruedisili

/s/ Kumar Gursahaney              Senior Vice President, Chief                October 20, 2006
------------------------------    Financial Officer and Treasurer
Kumar Gursahaney                  (principal financial and accounting
                                  officer)

/s/ Sam A. Stephens               Director                                    October 20, 2006
------------------------------
Sam A. Stephens

/s/ Paul B. Queally               Director                                    October 20, 2006
------------------------------
Paul B. Queally


                                      II-9
<PAGE>

/s/ Sean M. Traynor               Director                                    October 19, 2006
------------------------------
Sean M. Traynor

/s/ Donald C. Stewart             Director                                    October 16, 2006
------------------------------
Donald C. Stewart

/s/ Spencer L. Cullen, Jr.        Director                                    October 19, 2006
------------------------------
Spencer L. Cullen, Jr.




</PRE>
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{"company-data": {"conformed-name": "AMCOMP INC /FL", "cik": "0001009667", "assigned-sic": "6331", "irs-number": "650636842", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-138127", "film-number": "061155696"}, "business-address": {"street1": "701 U S HIGHWAY ONE", "street2": "SUITE 200", "city": "NORTH PALM BEACH", "state": "FL", "zip": "33408", "phone": "5618407171"}, "mail-address": {"street1": "701 US HIGHWAY ONE", "street2": "SUITE 200", "city": "NORTH PALM BEACH", "state": "FL", "zip": "33408"}}
sec document
As filed with the Securities and Exchange Commission on October 20, 2006

                                                 Registration No. 333-__________

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    ---------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               AmCOMP INCORPORATED
                               -------------------
             (Exact name of Registrant as specified in its charter)

                Delaware                                          65-0636842
                --------                                          ----------
     (State or Other Jurisdiction of                           (I.R.S. Employer
     Incorporation or Organization)                          Identification No.)

          701 U.S. HIGHWAY ONE
        NORTH PALM BEACH, FLORIDA                                   33408
        -------------------------                                   -----
(Address of principal executive offices)                          (Zip Code)

                             1996 STOCK OPTION PLAN
                             2005 STOCK OPTION PLAN
                          DIRECTORS' STOCK OPTION PLAN
                       OPTIONS GRANTED TO CERTAIN OFFICERS
                       -----------------------------------
                              (Full Title of Plan)

                                  FRED R. LOWE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               AMCOMP INCORPORATED
                              701 U.S. HIGHWAY ONE
                         NORTH PALM BEACH, FLORIDA 33408
                         -------------------------------
                     (Name and Address of Agent for Service)

                                 (561) 840-7171
                                 --------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                    COPY TO:
                              David J. Adler, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                                Park Avenue Tower
                               65 East 55th Street
                            New York, New York 10022
                                 (212) 451-2300
CALCULATION OF REGISTRATION FEE
====================================================================================================================
          Title of                   Amount          Proposed Maximum      Proposed Maximum         Amount of
  Each Class of Securities           To Be            Offering Price      Aggregate Offering       Registration
      To Be Registered           Registered(1)           Per Share              Price                  Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value per share: shares            1,418,069             $9.98(2)            $14,152,328            $1,514.30
subject to outstanding          shares of common
options                              stock
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value per share: shares             264,341              $9.59(4)           $2,535,030.10            $271.25
authorized and reserved for     shares of common
issuance(3)                          stock
--------------------------------------------------------------------------------------------------------------------

(1)      Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
         "Securities Act"), this registration statement also registers such
         indeterminate number of additional shares of common stock that may be
         offered pursuant to the anti-dilution provisions set forth in the 1996
         Stock Option Plan, the 2005 Stock Option Plan, the Directors' Stock
         Option Plan and options (collectively, the "Plans").
(2)      Pursuant to Rule 457(h)(1) under the Securities Act, calculated on the
         basis of the average of the weighted average exercise price of
         outstanding options to purchase shares of common stock under the Plans.
(3)      Includes 43,660 shares of common stock issued upon the exercise of
         options prior to the filing of this registration statement.
(4)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c) under the Securities Act, calculated on the
         basis of the average of the high and low prices reported for shares of
         common stock of the Registrant on the Nasdaq Global Market on October
         13, 2006.
EXPLANATORY NOTE

AmCOMP Incorporated (the "Company") has prepared this registration statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
to register 1,682,410 shares of our common stock, $0.01 par value per share,
issuable under our 1996 Stock Option Plan, 2005 Stock Option Plan, Directors'
Stock Option Plan and options granted to certain officers, which we refer to
collectively as the "Plans."

This Form S-8 includes a reoffer prospectus prepared in accordance with Part I
of Form S-3 under the Securities Act. The reoffer prospectus may be utilized for
reoffer and resale of up to 855,654 shares of common stock acquired pursuant to
the Plans by selling stockholders, certain of whom may be deemed "affiliates"
(as such term is defined in Rule 405 under the Securities Act) of the Company.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The Company will provide documents containing the information specified in Part
1 of Form S-8 to employees as specified by Rule 428(b)(1) under the Securities
Act. Pursuant to the instructions to Form S-8, the Company is not required to
file these documents either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act.
PROSPECTUS

                                 855,654 SHARES
                               AMCOMP INCORPORATED
                                  COMMON STOCK

This prospectus relates to the reoffer and resale by certain selling
stockholders of our common stock, $0.01 par value per share, issued or issuable
to the selling stockholders upon the exercise of stock options granted or to be
granted under our 1996 Stock Option Plan, 2005 Stock Option Plan, Directors'
Stock Option Plan and freestanding option grants, referred to collectively as
the "Plans" in this prospectus. If and when further options are granted to
persons required to use this prospectus to reoffer and resell our common stock,
we will distribute a prospectus supplement. The shares are being reoffered and
resold for the account of the selling stockholders and we will not receive any
of the proceeds from the resale of the shares.

The selling stockholders have advised us that the resale of their shares may be
effected from time to time in one or more transactions on the Nasdaq Global
Market, in negotiated transactions or otherwise, at market prices prevailing at
the time of the sale or at prices otherwise negotiated. See "Plan of
Distribution." We will bear all expenses in connection with the preparation of
this prospectus.

Our common stock is listed on the Nasdaq Global Market under the symbol "AMCP."
The last reported sale price on the Nasdaq Global Market for our common stock on
October 3, 2006 was $9.18 per share.

Our principal executive offices are located at 701 U.S. Highway One, North Palm
Beach, Florida 33408. Our telephone number is (561) 840-7171.

------------------------------------------------------------------------------

     THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING AT PAGE 4.

------------------------------------------------------------------------------

          NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
           SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
           SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
      PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this prospectus is October 20, 2006
TABLE OF CONTENTS

INCORPORATION BY REFERENCE.....................................................3

ABOUT THIS PROSPECTUS..........................................................3

THE COMPANY....................................................................4

RISK FACTORS...................................................................4

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.............................25

USE OF PROCEEDS...............................................................26

SELLING STOCKHOLDERS..........................................................26

PLAN OF DISTRIBUTION..........................................................28

LEGAL MATTERS.................................................................29

EXPERTS.......................................................................29

WHERE YOU CAN FIND MORE INFORMATION...........................................29
INCORPORATION BY REFERENCE

The following documents filed by us with the Securities and Exchange Commission
(the "SEC") are incorporated by reference in this prospectus:

1.       Our Annual Report on Form 10-K for the fiscal year ended December 31,
         2005;
2.       Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
         31, 2006;
3.       Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
         2006;
4.       Our Current Report on Form 8-K filed on February 16, 2006;
5.       Our Current Report on Form 8-K filed on March 17, 2006;
6.       Our Current Report on Form 8-K filed on June 13, 2006;
7.       Our Current Report on Form 8-K filed on August 11, 2006;
8.       Our Current Report on Form 8-K filed on August 16, 2006;
9.       Our Current Report on Form 8-K filed on August 25, 2006;
10.      Our Current Report on Form 8-K filed on September 27, 2006; and
11.      The description of our common stock contained in our Registration
         Statement on Form 8-A, filed on January 27, 2006.

All documents subsequently filed with the SEC by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the respective dates of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof or of the related prospectus to the extent that a statement contained
herein or in any other subsequently filed document which is also incorporated or
deemed to be incorporated herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

You may request a copy of these filings, excluding the exhibits to such filings
which we have not specifically incorporated by reference in such filings, at no
cost, by writing or telephoning us at the following address:

                               AmCOMP Incorporated
                              701 U.S. Highway One
                         North Palm Beach, Florida 33408
                           Attention: Melody Misiaszek
                                 (561) 840-7171

                              ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we filed with the SEC. You
should rely only on the information provided or incorporated by reference in
this prospectus or any related supplement. We have not authorized anyone else to
provide you with different information. The selling stockholders will not make
an offer of these shares in any state where the offer is not permitted. You

                                       3
should not assume that the information in this prospectus or any supplement is
accurate as of any other date than the date on the front of those documents.

                                   THE COMPANY

We are a property and casualty insurer specializing in workers' compensation
insurance products that include a strong emphasis on value-added services to our
policyholders. We offer insurance coverage for the statutorily prescribed wage
replacement and medical care benefits that employers are required to provide to
their employees who are injured in the course of their employment.

We offer these products and services by emphasizing an individual risk
underwriting approach, and the loss prevention and claims management services we
provide. We target employers that are safety conscious, demonstrate a strong
commitment to loss prevention and have a favorable attitude toward the health
and safety of their employees. We underwrite these risks on an individual basis,
as opposed to following an occupational class-based underwriting approach, and
consider many factors such as type of business, nature of operations, risk
exposures and other employer-specific conditions. In underwriting and pricing
our policies, our goal is to maintain adequate premium levels commensurate with
the risks we underwrite to earn consistent underwriting profits.

                                  RISK FACTORS

      AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. THE
FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN ADDITION TO THE OTHER
INFORMATION IN THIS PROSPECTUS, INCLUDING THE INFORMATION UNDER "SPECIAL NOTE
REGARDING FORWARD-LOOKING STATEMENTS," BEFORE MAKING AN INVESTMENT IN OUR COMMON
STOCK.

RISKS RELATED TO OUR BUSINESS

WE MAY NOT BE ABLE TO COLLECT ON OUR REINSURANCE RECOVERABLES, WHICH WOULD
ADVERSELY AFFECT OUR FINANCIAL CONDITION.

We are subject to credit risk with respect to our reinsurers. Reinsurance is an
arrangement in which an insurance company, called the ceding company, transfers
a portion of insurance risk under policies it has written to another insurance
company, called the reinsurer, and pays the reinsurer a portion of the premiums
relating to those policies. Conversely, the reinsurer receives or assumes
reinsurance from the ceding company. Although we purchase reinsurance to manage
our risk and exposure to losses, we continue to have direct obligations under
the policies we write. We remain liable to our policyholders, even if we are
unable to recover what we believe we are entitled to receive under our
reinsurance contracts. Reinsurers might refuse or fail to pay losses that we
cede to them, or they might delay payment. In the case of long-term workers'
compensation cases, the creditworthiness of our reinsurers may change before we
can recover amounts to which we are entitled. Recent natural disasters, such as
Hurricanes Katrina, Rita and Wilma, have caused unprecedented insured property
losses, a significant portion of which will be borne by reinsurers. If a
reinsurer is active both in this market and in the workers' compensation
insurance market, its ability to perform its obligations in the latter market
may be adversely affected by events unrelated to workers' compensation insurance
losses.

                                       4
In 2001, we wrote off $10.8 million of uncollectible reinsurance receivables
from Reliance Insurance Company and Legion Insurance Company. In addition, the
liquidator for Reliance has filed an action against us seeking recovery of
approximately $2.3 million of reinsurance recoverables paid to us by Reliance
prior to the entry of an order to liquidate Reliance. While we are vigorously
defending such action, we cannot assure the outcome of such action.

At June 30, 2006 and December 31, 2005, reinsurance recoverables on paid and
unpaid losses and LAE and ceding commissions were $77.0 million and $83.9
million, respectively. Our largest recoverable from a single reinsurer as of
June 30, 2006 was $41.3 million owed to us by Continental Casualty Company, a
subsidiary of CNA Financial Corporation, representing 32.2% of our total
stockholders' equity as of that date. Of the $41.3 million, $2.0 million was the
current recoverable on paid losses. The balance of $39.3 million is recoverable
from Continental Casualty Company on losses that may be paid by us in the future
and therefore is not currently due. The unpaid losses will become current as we
pay the related claimants.

Under Florida law, each of our insurance subsidiaries is required to maintain a
ratio of 1.25 times premiums written to surplus of no greater than 10-to-1 for
gross premiums written and no greater than 4-to-1 for net premiums written. If
all reinsurance recoverables became uncollectible, our surplus would decline by
this amount, and we would not be in compliance with Florida's statutory
requirement at our current level of premiums written. The Florida Office of
Insurance Regulation (the "Florida OIR") would have the authority to place us
into receivership, to suspend our insurance subsidiaries' certificates of
authority or to set limits on our maximum annual gross or net premiums written
in all states. In addition, we may be unable to comply with certain regulatory
requirements, including solvency standards that may subject us to additional
restrictions on our operations. If we are unable to collect a significant amount
of our reinsurance recoverables, our financial condition and results of
operations would be adversely affected.

We also have outstanding and past due claims for reinsurance recoveries in the
amount of approximately $1.9 million under reinsurance agreements assumed from
1998 through 2000, with Security Insurance Company, Fire and Casualty Insurance
Company of Hartford and Connecticut Indemnity Insurance Company. These amounts
have become past due because of Security Insurance Company's contract disputes
with its reinsurer. If these amounts are ultimately determined to be
uncollectible from Security Insurance Company, we will write off that amount.

OUR LOSS RESERVES ARE BASED ON ESTIMATES AND MAY BE INADEQUATE TO COVER OUR
ACTUAL LOSSES.

We must establish and maintain reserves for our estimated liability for losses
and LAE. We establish loss reserves in our financial statements that represent
an estimate of amounts needed to pay and administer claims with respect to
insured events that have occurred, including events that have not yet been
reported to us. Loss reserves are estimates of the ultimate cost of individual
claims based on actuarial estimation techniques and are inherently uncertain.
Judgment is required in applying actuarial techniques to determine the relevance
of historical payment and claim closure patterns under current facts and
circumstances. We review our established reserves each quarter. We may adjust
our reserves based on the results of these reviews and these adjustments could
be significant. If we change our estimates, these changes are reflected in our
results of operations during the period in which they are made.

                                       5
In states other than Florida, we have a shorter operating history and must rely
on a combination of industry benchmarks and our specific experience in these
states. Operational changes in claims handling practices over the years may
impact the interpretation of this historical data, which can also be impacted by
external forces such as legislative changes, economic fluctuations and legal
trends. A key assumption in the estimation process for workers' compensation
reserves is severity trends, including the increasing costs of health care and
the medical claims process. If there were unfavorable changes in severity
trends, our loss reserves might need to be increased, which would result in a
charge to our earnings.

For the six months ended June 30, 2006 and the twelve months ended December 31,
2005, we experienced redundancies in our reserves for prior periods of $11.9
million and $24.7 million, respectively. Beginning with our June 2006 loss
reserve evaluation, we concluded that each of our core states now contained
enough loss development history to be predictive of future loss development. We
no longer rely on our Florida experience nor industry benchmarks when selecting
loss development factors. The result of this change was to increase loss
development factors in some states, and decrease loss development factors in
other states. As a result of the increased reliance on state specific loss
development history, our loss development factors may be more volatile than they
have been in the past.

Workers' compensation claims are often paid over a long period of time.
Estimating reserves for these claims may be more uncertain than estimating
reserves for other lines of insurance with shorter or more definite periods
between occurrence of the claim and final determination of the ultimate loss.
Accordingly, there is a greater risk that we may fail to accurately estimate the
risks associated with the businesses that we insure and that our reserves may
prove to be inadequate to cover our actual losses.

IF WE DO NOT EFFECTIVELY PRICE OUR INSURANCE POLICIES, OUR FINANCIAL RESULTS
WILL BE ADVERSELY AFFECTED; WE DO NOT SET PRICES FOR OUR POLICIES IN FLORIDA AND
WISCONSIN.

Our policy prices are established when coverage is initiated. Our prices for
insurance coverage are based on estimates of expected losses generated from the
policies we underwrite. As do most workers' compensation insurance carriers, we
analyze many factors when pricing a policy, including the policyholder's prior
loss history and industry, and the loss prevention orientation of the
policyholder's management. Inaccurate information regarding a policyholder's
past claims experience puts us at risk for mispricing our policies. When
initiating coverage on a policyholder, we must rely on the claims information
provided by the policyholder or previous carriers to properly estimate future
claims expense. If the claims information is not accurately stated, we may
underprice our policy by using claims estimates that are too low. As a result,
our actual costs for providing insurance coverage to our policyholders may be
significantly higher than our premiums.

We write businesses in two "administered pricing" states, Florida and Wisconsin.
In 2005, we wrote 40.3% of our direct written premiums in Florida and 11.7% in
Wisconsin. In administered pricing states, insurance rates are set by the state
insurance regulators and are adjusted periodically. Rate competition generally
is not permitted in these states.

                                       6
The National Council on Compensation Insurance ("NCCI") makes recommendations to
the Florida OIR with respect to rates. The NCCI has submitted its 2007 annual
workers compensation rate filing to the Florida OIR, which calls for a statewide
average 13.3% rate decrease. The OIR has ordered NCCI to amend its filing to
bring about a rate reduction of 15.7%. The new rates will apply to all new and
renewal policies as of January 1, 2007. If the approved rate decrease results in
a material adverse effect on our profitability in Florida, we may elect to
reduce the amount of premiums written there. In states in which we operate,
other than administered pricing states, should our competitors offer products at
prices lower than we believe would be profitable, we may decline to compete at
those lower prices and our premium levels could be reduced.

WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY AND MAY LACK THE FINANCIAL RESOURCES
TO COMPETE EFFECTIVELY.

The market for workers' compensation insurance products is highly competitive.
Competition in our business is based on many factors, including premiums
charged, policyholder dividends, services provided, financial ratings assigned
by independent rating agencies, speed of claims payments, reputation, perceived
financial strength and general experience. In some cases, our competitors offer
lower priced products than we do. If our competitors offer more competitive
premiums, dividends or payment plans, services or commissions to independent
agencies, we could lose market share or have to reduce our premium rates, which
could adversely affect our profitability. Our competitors include insurance
companies, professional employer organizations, third party administrators,
self-insurance funds and state insurance pools. Our main competitors in each of
the core states in which we operate vary from state to state but are usually
those companies that offer a full range of services in underwriting, loss
prevention and claims. We compete on the services that we offer to our
policyholders and on ease of doing business rather than solely on price.

In Florida, our main competitor is Summit Holdings Southeast, Inc./Bridgefield
Employers Insurance Company, a full service company that provides comparable
services to employers. Another Florida competitor, FCCI Commercial Insurance
Company, also provides these services to policyholders in the $10,000 to
$100,000 premium range, our target market. In Texas, our main competitor is
Texas Mutual Insurance Company, a company also not rated by A.M. Best, which
sells to all sized policyholders, including policyholders in the $10,000 to
$100,000 range. In Wisconsin, there are over 300 companies that write workers'
compensation insurance. Our primary competitors there include Acuity, a Mutual
Insurance Company, United Heartland Life Inc., State Fund Mutual Insurance
Company, West Bend Mutual Insurance Company, General Casualty Company of
Wisconsin and Sentry Insurance Group, because they offer the same types of
services that we offer. In Indiana, our principal competition is from Amerisure
Insurance Company and Indiana Insurance Company. In Tennessee, our main
competition comes from Acuity, Accident Fund Insurance Company of America,
Bridgefield and Hartford Insurance Group. Many of our existing and potential
competitors are significantly larger and possess greater financial, marketing
and management resources than we do.

State insurance regulations require maintenance of minimum levels of surplus and
of ratios of net premiums written to surplus. Accordingly, competitors with more
surplus than we possess have the potential to expand in our markets more quickly
than we can. Additionally, greater financial resources permit a carrier to gain

                                       7
market share through more competitive pricing, even if that pricing results in
reduced underwriting margins or an underwriting loss. Many of our competitors
are multi line carriers that can price the workers' compensation insurance that
they offer at a loss in order to obtain other lines of business at a profit. If
we are unable to compete effectively, our business and financial condition could
be materially adversely affected.

IF WE DO NOT MAINTAIN GOOD RELATIONSHIPS WITH INDEPENDENT INSURANCE AGENCIES,
THEY MAY NOT SELL OUR PRODUCTS IN PREFERENCE TO THOSE OF OUR COMPETITORS AND OUR
REVENUES MAY DECLINE.

We market and sell our insurance products solely through independent,
non-exclusive insurance agencies. These agencies are not obligated to promote
our products and can and do sell our competitors' products. We must offer
workers' compensation insurance products that meet the requirements of these
agencies and their customers. We must provide competitive compensation to these
agencies. Our business model is based on an extensive network of smaller
agencies distributed throughout the states in which we do business. We need to
maintain good relationships with the agencies with which we contract to sell our
products. If we do not, these agencies may sell our competitors' products
instead of ours or may direct less desirable risks to us, and our revenues or
profitability may decline. In addition, these agencies may find it easier to
promote the broader range of programs of our competitors than to promote our
niche selection of insurance products. A loss of a number of our independent
agencies or the failure of these agencies to successfully market our products
may reduce our revenues and our results of operations if we are unable to
replace them with agencies that produce comparable premiums.

INSURANCE RATINGS MAY BECOME IMPORTANT TO OUR AGENTS AND POLICYHOLDERS AND AN
ADVERSE RATING COULD NEGATIVELY IMPACT OUR COMPETITIVE POSITION.

Insurance ratings may become an increasingly important factor in establishing
our competitive position. Rating agencies rate insurance companies based on
their financial strength and their ability to pay claims, factors that are
relevant to agents and policyholders. The ratings assigned by nationally
recognized, independent rating agencies, particularly A.M. Best, may become
material to our ability to maintain and expand our business. Ratings from A.M.
Best and other rating agencies are used by some insurance buyers, agents and
brokers as an indicator of financial strength and security. These ratings are
not intended to reflect the quality of the rated company for investment purposes
and are not recommendations to buy or hold securities. The financial strength
ratings of A.M. Best and other rating agencies are subject to periodic review
using, among other things, proprietary capital adequacy models, and are subject
to revision or withdrawal at any time. Other companies in our industry that have
been rated and have had their rating downgraded have experienced negative
effects.

Our insurance subsidiaries have never been rated by A.M. Best. Since 1982,
AmCOMP and its predecessors have been a mono line workers' compensation
insurance carrier specializing in smaller sized policyholders, principally
employers with premium between $10,000 and $100,000 per year. Based on our
extensive experience with independent agents, we believe employers in this size
category are not as sensitive to A.M. Best ratings and they place more
importance on a workers' compensation carrier's ability to assist in the
prevention of injuries at their job site. To date, we have not pursued a rating
because we have been able to successfully increase premiums written without a
rating in the core states in which we operate. Some companies require that their

                                       8
workers' compensation insurance carrier have a rating of at least "A-" from A.M.
Best. Most of these companies are larger than companies in our target market,
and generally do not meet our underwriting and pricing objectives. Historically,
when we have sought to write policies for these companies, we have been
successful in many cases in having this requirement waived. However, we may not
be able to obtain these waivers in the future and, should we decide to expand
our target market, the absence of an A.M. Best rating or an unfavorable rating
may limit our ability to profitably expand our business.

One of our insurance subsidiaries, AmCOMP Preferred, is rated "BBpi" by Standard
& Poor's on an unsolicited basis. A rating of "BB" is the 5th highest of 8
rating levels used by Standard & Poor's and indicates marginal financial
security characteristics, although positive attributes exist, but adverse
business conditions could lead to insufficient ability to meet financial
commitments. Our insurance subsidiaries, AmCOMP Preferred and AmCOMP Assurance,
are also rated "BBq" by Fitch Ratings on an unsolicited basis. A rating of "BBq"
is the 5th highest of 7 Q-IFS rating levels used by Fitch and indicates that the
insurer has an uncertain capacity to meet policyholder and contract obligations
and that, although positive factors are present, overall risk factors are high
and the impact of adverse business and economic factors is expected to be
significant. These ratings are based solely on an analysis of published
financial information and additional information in the public domain. They are
not based on meetings with our management, nor do they incorporate material,
non-public information, and are therefore based on less comprehensive
information than ratings without a "pi" or "q" subscript.

The absence of a rating from A.M. Best and the current ratings by Standard &
Poor's and Fitch may adversely affect our marketing efforts, cost or
availability of reinsurance and financial performance. Should our insurance
subsidiaries apply for a rating or should A.M. Best choose to rate our insurance
subsidiaries on an unsolicited basis, the ratings they receive may not be
favorable, which could adversely affect our marketing efforts, cost or
availability of reinsurance and financial performance. Additionally, a downgrade
in or withdrawal of any future A.M. Best or other rating agency rating could
cause a reduction in the number of policies we write and could have a material
adverse effect on our results of operations and our financial position.

OUR GEOGRAPHIC CONCENTRATION TIES OUR PERFORMANCE TO BUSINESS, ECONOMIC AND
REGULATORY CONDITIONS IN CERTAIN STATES.

Our business is currently concentrated in Florida (40.3% of 2005 direct premiums
written), Indiana (12.2% of 2005 direct premiums written), Wisconsin (11.7% of
2005 direct premiums written), Tennessee (7.1% of 2005 direct premiums written)
and Texas (9.3% of 2005 direct premiums written). Unfavorable business, economic
or regulatory conditions in these states could impact our business
disproportionately in comparison to insurers with less geographic concentration.

In Florida, the state in which we write the most premium, and in Wisconsin,
insurance regulators set the premium rates we may charge. The Florida and
Wisconsin insurance regulators may set rates below those that we require to
maintain profitability. The NCCI has submitted its 2007 annual workers
compensation rate filing to the Florida OIR, which calls for a statewide average
13.3% rate decrease. The OIR has ordered NCCI to amend its filing to bring about
a rate reduction of 15.7%. The new rates will apply to all new and renewal
policies as of January 1, 2007. The effect of the approved decrease cannot be

                                       9
ascertained at this time, because of anticipated changes in the number of
insurers that will operate in Florida and the amount of insurance that they seek
to write, the use of dividend plans and consent to rate policies and possible
additional realization of cost savings resulting from reforms enacted in 2003.

In addition, Florida is exposed to severe natural perils, such as hurricanes. As
our business is concentrated in this manner, we may be exposed to economic and
regulatory risks or risks from natural perils that are greater than the risks we
would face if our business were spread more evenly by state. To date we have not
been adversely affected by natural perils. However, were Florida to experience a
natural peril of the magnitude of Hurricane Katrina, the result could be
disruption of the entire local economy, the loss of jobs and a concomitant
reduction in the opportunity to place workers' compensation insurance.

OUR FINANCIAL CONDITION MAY BE ADVERSELY AFFECTED IF WE ARE UNABLE TO REALIZE
OUR INVESTMENT OBJECTIVES.

Investment income is an important component of our revenues and net income. The
ability to achieve our investment objectives is affected by factors that are
beyond our control. For example, United States participation in hostilities with
other countries and large scale acts of terrorism may adversely affect the
economy generally, and our investment income could decrease due to decreases in
the yield on our investments. Interest rates are highly sensitive to many
factors, including governmental monetary policies and domestic and international
economic and political conditions. These and other factors affect the capital
markets and, consequently, the value of the securities we own. Interest rates
have remained low in the past several years. The outlook for our investment
income is dependent on the future direction of interest rates, maturity
schedules and the amount of cash flows from operations that is available for
investment. The fair values of fixed maturity investments that are
"available-for-sale" fluctuate with changes in interest rates and cause
fluctuations in our balance sheet. Our stockholders' equity will continue to
fluctuate with any future changes in interest rates. Any significant decline in
our investment income as a result of falling interest rates or general market
conditions would have an adverse effect on our net income and, as a result, on
our stockholders' equity and our policyholders' surplus.

OUR BUSINESS IS LARGELY DEPENDENT ON THE EFFORTS OF OUR MANAGEMENT BECAUSE OF
ITS INDUSTRY EXPERTISE, KNOWLEDGE OF OUR MARKETS AND RELATIONSHIPS WITH THE
INDEPENDENT AGENCIES THAT SELL OUR PRODUCTS.

Our success will depend in substantial part upon our ability to attract and
retain qualified executive officers, experienced underwriting personnel and
other skilled employees who are knowledgeable about our business. The current
success of our business is dependent in significant part on the efforts of Fred
R. Lowe, our president and chief executive officer, Debra Cerre Ruedisili, our
executive vice president and chief operating officer, and Kumar Gursahaney, our
senior vice president, chief financial officer and treasurer. Many of our
regional and local officers are also critical to our operations because of their
industry expertise, knowledge of our markets and relationships with the
independent agencies that sell our products. We carry key person life insurance
only on Ms. Cerre Ruedisili. If we were to lose the services of members of our
management team or key regional or local officers, we may be unable to find

                                       10
replacements satisfactory to us and our business. As a result, our operations
may be disrupted and our financial performance may be adversely affected.

WE MAY REQUIRE ADDITIONAL CAPITAL IN THE FUTURE, WHICH MAY NOT BE AVAILABLE OR
MAY BE AVAILABLE ONLY ON UNFAVORABLE TERMS.

Our future capital requirements depend on many factors, including our ability to
write new business successfully and to establish premium rates and reserves at
levels sufficient to cover losses. To the extent that the funds generated from
our initial public offering are insufficient to fund future operating
requirements and/or cover losses, we may need to raise additional funds through
financings or curtail our growth. We believe that the net proceeds to us from
our initial public offering, together with our anticipated retained earnings,
will support our operations for at least the next 18 to 24 months without the
need to raise additional capital. However, we cannot provide any assurance in
that regard, because many factors will affect the amount and timing of our
capital needs, including our growth and profitability, our claims experience,
and the availability of reinsurance, as well as possible market disruptions and
other unforeseeable developments. If we have to raise additional capital, equity
or debt financing may not be available on terms that are favorable to us. In the
case of equity financings, dilution to our stockholders could result. In any
case, such securities may have rights, preferences and privileges that are
senior to those of the shares offered hereby. In the case of debt financings, we
may be subject to covenants that restrict our ability to freely operate our
business. If we cannot obtain adequate capital on favorable terms or at all, we
may not have sufficient funds to implement our future growth or operating plans
and our business, financial condition or results of operations could be
materially adversely affected.

THE INSURANCE BUSINESS IS SUBJECT TO EXTENSIVE REGULATION THAT LIMITS THE WAY WE
CAN OPERATE OUR BUSINESS.

We are subject to extensive regulation by the Florida OIR and the insurance
regulatory agencies in each state in which our insurance subsidiaries are
licensed. These state agencies have broad regulatory powers designed primarily
to protect policyholders and their employees, not the stockholders of AmCOMP.
Regulations vary from state to state, but typically address or include:

      o  standards of solvency, including risk-based capital measurements;

      o  restrictions on the nature, quality and concentration of investments;

      o  restrictions on the types of terms that we can include in the insurance
         policies we offer;

      o  mandates that may affect wage replacement and medical care benefits
         paid under the workers' compensation system;

      o  procedures for adjusting claims, which can affect the ultimate amount
         for which a claim is settled;

      o  restrictions on the way rates are developed and premiums are
         determined;

                                       11
o  the manner in which general agencies may be appointed;

      o  required methods of accounting;

      o  establishment of reserves for unearned premiums, losses and other
         purposes;

      o  limitations on our ability to transact business with affiliates;

      o  mergers, acquisitions and divestitures involving our insurance
         subsidiaries;

      o  licensing requirements and approvals that affect our ability to do
         business;

      o  compliance with medical privacy laws;

      o  potential assessments for the settlement of covered claims under
         insurance policies issued by impaired, insolvent or failed insurance
         companies; and

      o  the amount of dividends that our insurance subsidiaries may pay to us,
         the parent holding company.

Stock insurance companies are subject to Florida statutes related to excess
profits for workers' compensation insurance companies. Excessive profits are
calculated based upon a complex statutory formula that is applied over rolling
three-year periods. Companies are required to file annual excess profits forms,
and they are required to return so called "excessive profits" to policyholders
in the form of a cash refund or credit toward the future purchase of insurance.
To date, we have not been required to return excess profits and no amounts have
been provided for returns of excess profits in our financial statements.

Regulatory authorities have broad discretion to deny or revoke licenses for
various reasons, including the violation of regulations. We may be unable to
maintain all required approvals or comply fully with the wide variety of
applicable laws and regulations, which are continually undergoing revision, or
the relevant authority's interpretation of such laws and regulations. In some
instances, where there is uncertainty as to applicability, we follow practices
based on our interpretations of regulations or practices that we believe
generally to be followed by the industry. These practices may turn out to be
different from the interpretations of regulatory authorities. This extensive
regulation of our business may affect the cost of our products and may limit our
ability to obtain rate increases or to take other actions that we might pursue
to increase our profitability. Further, changes in the level of regulation of
the insurance industry or changes in laws or regulations or interpretations by
regulatory authorities could impact our operations and require us to bear
additional costs of compliance.

The National Association of Insurance Commissioners, or NAIC, has adopted a
system to test the adequacy of statutory capital, known as "risk-based capital."
This system establishes the minimum amount of capital and surplus calculated in
accordance with statutory accounting principles, necessary for an insurance
company to support its overall business operations. It identifies insurers that
may be inadequately capitalized by looking at certain inherent risks of each
insurer's assets and liabilities and its mix of net premiums written. Insurers
falling below a calculated threshold may be subject to varying degrees of

                                       12
regulatory action, including supervision, rehabilitation or liquidation. Failure
to maintain our risk-based capital at the required levels could adversely affect
the ability of our insurance subsidiaries to maintain regulatory authority to
conduct our business.

For example, because two of our reinsurance treaties, one from 2001 and one from
2002, did not transfer sufficient risk to the assuming reinsurer to be accounted
for as reinsurance pursuant to generally accepted accounting principles, or
GAAP, they were accounted for using deposit accounting in our financial
statements as of and for the year ended December 31, 2002 and thereafter. This
caused the total adjusted capital of AmCOMP Preferred to be at the "regulatory
action plan" level, which required it to submit to the Florida OIR a risk-based
capital plan. The action plan was designed to comply with the Florida OIR's
gross and net writings to surplus ratios and attain ratios that exceeded all
NAIC thresholds. As of December 31, 2003, one year earlier than AmCOMP Preferred
had proposed, its total adjusted capital exceeded all NAIC thresholds. Although
the Florida OIR conducted an examination of assets, liabilities and operations
of AmCOMP Preferred, it did not issue any report on the plan AmCOMP Preferred
submitted and took no regulatory action.

ASSESSMENTS AND OTHER SURCHARGES BY GUARANTY FUNDS AND SECOND INJURY FUNDS AND
OTHER MANDATORY POOLING ARRANGEMENTS MAY REDUCE OUR PROFITABILITY.

Most states have guaranty fund laws under which insurers doing business in the
state are required to fund policyholder liabilities of insolvent insurance
companies. Generally, assessments are levied by guaranty associations within the
state, up to prescribed limits, on all insurers doing business in that state on
the basis of the proportionate share of the premiums written by insurers doing
business in that state in the lines of business in which the impaired, insolvent
or failed insurer is engaged. Maximum contributions required by law in any one
state in which we offer insurance vary between 0.3% and 2.0% of direct premiums
written. We recorded an estimate of $4.9 million, $4.3 million and $2.3 million
(excluding expected recoveries of $2.7 million, $3.1 million and $2.6 million)
for our expected liability for guaranty fund assessments at December 31, 2005,
2004 and 2003, respectively. The assessments levied on us may increase as we
increase our premiums written.

Many states also have laws that established second injury funds to reimburse
employers and insurance carriers for workers' compensation benefits paid to
employees who are injured and whose disability is increased by a prior
work-related injury. The source of these funds is an assessment charged to
workers' compensation insurance carriers doing business in such states.
Assessments are based on paid losses or premium surcharge mechanisms. Several of
the states in which we operate maintain second injury funds with material
assessments. Our total assessments were $11.3 million in 2005, $4.9 million in
2004 and $6.0 million in 2003. Our collections from these funds were $2.2
million in 2005, $3.4 million in 2004 and $1.5 million in 2003. There is
significant uncertainty that these funds will have the money required to
reimburse us for our claims. For example, Florida's fund currently has
significant unfunded liabilities and no reserves exist to satisfy future claims.
Consequently, we have recorded no asset for future collections. No recoveries
are available from Florida's fund for claims arising from accidents occurring on
or after January 1, 1998. Beginning in the third quarter of 2005, the second
injury fund assessment in South Carolina was doubled to 36.8% on losses. A pre
tax charge of $3.3 million was recorded in the third quarter to reflect the
impact of this rate change. The fund assessment was reduced to 25% as
communicated in a letter to the Company dated April 25, 2006. A pre tax benefit
of $0.7 million was recorded in the second quarter to reflect the impact of this

                                       13
rate change. Additionally, this assessment was further reduced to 24.5% in
September 2006.

As a condition to the ability to conduct business in some states, insurance
companies are required to participate in mandatory workers' compensation shared
market mechanisms, or pooling arrangements. These arrangements provide insurance
to companies that are otherwise unable to obtain coverage due, for example, to
their prior loss experience. Our estimated liability is based upon currently
available information and could change based on additional information or
reinterpretations of existing information concerning the actions of the pools.
Although we price our products to account for the obligations that we may have
under these pooling arrangements, we may not be successful in estimating our
liability for these obligations. Accordingly, our prices may not fully account
for our liabilities under pooling arrangements, which may cause a decrease in
our profits. We cannot predict the financial impact of our participation in any
shared market or pooling mechanism that may be implemented in the future. As we
write policies in new states that have pooling arrangements, we will be required
to participate in additional pooling arrangements. Further, the insolvency of
other insurers in these pooling arrangements would likely increase the liability
for other members in the pool. The effect of these assessments and mandatory
shared market mechanisms or changes in them could reduce our profitability in
any given period or limit our ability to grow our business.

WE RELY ON OUR INFORMATION TECHNOLOGY AND TELECOMMUNICATION SYSTEMS, AND THE
FAILURE OF THESE SYSTEMS COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.

Our business is highly dependent upon the successful and uninterrupted
functioning of our information technology and telecommunications systems. We
rely on these systems to process new and renewal business, provide customer
service, make claims payments and facilitate collections and cancellations.
These systems also enable us to perform actuarial and other modeling functions
necessary for underwriting and rate development. The failure of these systems,
or the termination of a third party software license upon which any of these
systems is based, could interrupt our operations or materially impact our
ability to evaluate and write new business. As our information technology and
telecommunications systems interface with and depend on third party systems, we
could experience service denials if demand for such services exceeds capacity or
such third party systems fail or experience interruptions. If sustained or
repeated, a system failure or service denial could result in a deterioration of
our ability to write and process new and renewal business and provide customer
service or compromise our ability to pay claims in a timely manner. This could
result in a material adverse effect on our business.

                                       14
AS WE ONLY OFFER WORKERS' COMPENSATION INSURANCE, NEGATIVE DEVELOPMENTS IN THIS
INDUSTRY WOULD ADVERSELY AFFECT OUR BUSINESS.

We only offer workers' compensation insurance and have no plans to offer any
other type of insurance. As a result of this concentration, negative
developments in the economic, competitive or regulatory conditions affecting the
workers' compensation insurance industry could have a material adverse effect on
our results of operations and financial condition. A significant decrease in
pricing due to increased competition or regulatory action, adverse court
decisions interpreting states' workers' compensation laws and newly enacted
legislation could negatively impact our business.

The Florida OIR disapproved a rate filing for 2006 prepared by the NCCI,
requesting on behalf of all Florida licensed workers' compensation insurers a
7.2% rate decrease. Subsequently, the Florida OIR approved an overall average
13.5% decrease for all Florida licensed workers' compensation insurers. The
effect of the approved decrease cannot currently be ascertained. If the 2006
premium decrease had been in effect in 2005, our direct premiums written would
have declined by $14.2 million, our Florida net loss ratio would have increased
by 8.2% and our company wide net loss ratio would have increased by 3.4%. If the
approved rate decrease results in a material adverse effect on our profitability
in Florida, we may elect to reduce the amount of premiums written there. In
states in which we operate, other than administered pricing states, should our
competitors offer products at prices lower than we believe would be profitable,
we may decline to compete at those lower prices and our premium levels could be
reduced. Many of our competitors are multi line carriers that can price the
workers' compensation insurance that they offer at a loss in order to obtain
other lines of business at a profit. As we offer only workers' compensation
insurance, we must make a profit on this business and will not lower our price
to obtain business below a price that we believe will be profitable for us.

The NCCI has submitted its 2007 annual workers compensation rate filing to the
Florida OIR, which calls for a statewide average 13.3% rate decrease. The OIR
has ordered NCCI to amend its filing to bring about a rate reduction of 15.7%.
Significant declines in claim frequency and an improvement in loss development
since reforms enacted by the legislature in 2003 are the two main reasons for
the proposed premium level decrease. The new rates will apply to all new and
renewal policies as of January 1, 2007.

Adverse economic conditions for the construction industry across the states in
which we do business could also adversely affect our business, as over 40% of
our business historically has come from underwriting workers' compensation
insurance for the construction industry. This industry is more vulnerable than
most to downturns in the local economy, including those in the housing market,
and natural disasters. We also derive 20.0% of our business from the goods and
services industry and over 15% of our business from the manufacturing industry.
Negative developments in these industries would have a greater effect on us,
compared to more diversified insurers that also sell other types of insurance
products. See also "--Our geographic concentration ties our performance to
business, economic and regulatory conditions in certain states."

                                       15
IF WE ARE UNABLE TO OBTAIN REINSURANCE, OUR ABILITY TO WRITE NEW POLICIES AND TO
RENEW EXISTING POLICIES COULD BE ADVERSELY AFFECTED.

Like other insurers, we manage risk, in part, by buying reinsurance. We
currently purchase excess of loss reinsurance. Under excess of loss reinsurance,
a reinsurer reimburses the ceding company for losses and loss expenses over a
specified dollar amount up to an agreed limit per occurrence. For 2006 and in
2005, our excess of loss reinsurers assumed liability on each loss occurrence up
to $30.0 million and $20.0 million, respectively, subject to our retention of
the first $2.0 million.

We review and renegotiate our reinsurance protection each year. The
availability, amount and cost of reinsurance are subject to market conditions
and to our experience with insured losses. We cannot be certain that our
reinsurance agreements will be renewed or replaced prior to their expiration
upon terms satisfactory to us. If we are unable to renew or replace our
reinsurance agreements upon terms satisfactory to us, our net liability on
individual risks would increase and we would have greater exposure to
catastrophic losses. If this were to occur, our underwriting results would be
subject to greater variability and our underwriting capacity would be reduced.
These consequences could adversely affect our financial performance.

WE HAVE ELIMINATED OUR USE OF QUOTA SHARE REINSURANCE. THE GREATER RISK WE HAVE
RETAINED COULD RESULT IN LOSSES.

We terminated our quota share reinsurance effective June 30, 2004 on new and
renewal business. Effective July 1, 2005, we terminated the quota share
reinsurance we maintained on a run-off basis for policies written prior to June
30, 2004. Quota share reinsurance was used in the past primarily to increase our
underwriting capacity and to reduce our exposure to losses. Quota share
reinsurance refers to a form of reinsurance under which the reinsurer
participates in a specified percentage of the premiums and losses on all
reinsured policies in a given class of business. As a result of the termination
of our quota share reinsurance, we will retain and earn more of the premiums we
write, but will also retain more of the related losses. Our increased exposure
to potential losses could have a material adverse effect on our business,
financial condition and results of operations.

WE HAVE REDUCED OUR USE OF EXCESS OF LOSS REINSURANCE. THE GREATER RISK WE HAVE
RETAINED COULD RESULT IN LOSSES.

We reduced the amount of excess of loss reinsurance we purchased in 2005 and
2006 compared to 2004. Excess of loss reinsurance refers to a form of
reinsurance in which the reinsurer reimburses the insurer for all or a portion
of claim payments in excess of a specified amount and usually subject to a
limit, in exchange for a specified premium. For policies effective January 1,
2005 or later, we no longer maintain reinsurance coverage for the layer of loss
occurrences in excess of $1.0 million but not in excess of $2.0 million. This
layer of excess of loss reinsurance was used in the past primarily to reduce the
volatility of our financial results caused by large loss occurrences. We have
continued to purchase excess of loss reinsurance for losses above $2.0 million,
up to $20.0 million in 2005 and $30.0 million in 2006. As a result of the
reduction of excess of loss reinsurance purchased, we will reduce our overall
reinsurance costs, but will also retain more losses from large loss occurrences.
Our election not to maintain reinsurance coverage for the layer of loss

                                       16
occurrences in excess of $1.0 million but not in excess of $2.0 million for 2005
reduced our reinsurance costs by approximately $6.2 million and increased our
retained losses by $4.1 million. Our increased exposure to losses from large
loss occurrences could have a material adverse effect on our business, financial
condition and results of operations.

LITIGATION AGAINST OUR INSURANCE SUBSIDIARIES COULD HAVE AN ADVERSE EFFECT ON
OUR BUSINESS, RESULTS OF OPERATIONS AND/OR FINANCIAL CONDITION.

Our insurance subsidiaries have been named as defendants in various legal
actions in the course of their insurance operations. Our subsidiaries have
responded to the lawsuits, and we believe that there are meritorious defenses
and intend to vigorously contest these claims. Adverse judgments in multiple
lawsuits could require us to pay significant damage amounts in the aggregate or
to change aspects of our operations, which could have a material adverse effect
on our financial results.

OUR STATUS AS AN INSURANCE HOLDING COMPANY WITH NO DIRECT OPERATIONS COULD
ADVERSELY AFFECT OUR ABILITY TO MEET OUR OBLIGATIONS AND PAY DIVIDENDS IN THE
FUTURE.

AmCOMP is a holding company that transacts substantially all of its business
through operating subsidiaries. Our primary assets are the stock of our
operating subsidiaries. Our ability to meet obligations on outstanding debt, to
pay stockholder dividends and to make other payments depends on the surplus and
earnings of our subsidiaries and their ability to pay dividends or to advance or
repay funds. Payments of dividends and advances and repayments by our insurance
subsidiaries are restricted by state insurance laws and could be subject to
contractual restrictions in the future, including those imposed by indebtedness
we may incur in the future. In addition, the payment of stockholder dividends by
us is within the discretion of our board of directors and will depend on
numerous factors, including our financial condition, our capital requirements
and other factors that our board of directors considers relevant. Currently, we
do not intend to pay dividends on our capital stock. RISKS RELATED TO OUR
INDUSTRY

OUR RESULTS OF OPERATIONS AND REVENUES MAY FLUCTUATE AS A RESULT OF MANY
FACTORS, INCLUDING CYCLICAL CHANGES IN THE INSURANCE INDUSTRY, WHICH MAY CAUSE
THE PRICE OF OUR COMMON STOCK TO BE VOLATILE.

The results of operations of companies in the insurance industry historically
have been subject to significant fluctuations and uncertainties. Our
profitability can be affected significantly by:

      o  competition;

      o  rising levels of loss costs that we cannot anticipate at the time we
         price our products;

      o  volatile and unpredictable developments, including man-made or natural
         catastrophes or terrorist attacks;

      o  changes in the level of reinsurance capacity and capital capacity;

                                       17
o  changes in the amount of loss reserves resulting from new types of
         claims and new or changing judicial interpretations relating to the
         scope of insurers' liabilities;

      o  changes in the regulatory or legal framework governing the worker's
         compensation system;

      o  premium rate levels fixed by regulators; and

      o  fluctuations in interest rates, inflationary pressures and other
         changes in the investment environment, which affect returns on invested
         assets and may impact the ultimate payout of losses.

The supply of insurance is related to prevailing prices, the level of insured
losses and the level of industry surplus, which, in turn, may fluctuate in
response to changes in rates of return on investments being earned in the
insurance industry. As a result, the insurance business historically has been a
cyclical industry characterized by periods of intense price competition due to
excessive underwriting capacity as well as periods when shortages of capacity
permitted favorable premium levels. During 1998, 1999 and 2000, the workers'
compensation insurance industry experienced substantial pricing competition, and
this pricing competition greatly affected our ability to increase premium rates.
Beginning in 2001, we witnessed a decrease in pricing competition in the
industry, which enabled us to raise our rates. Although our rates have increased
in recent years, the supply of insurance may increase, either by capital
provided by new entrants or by the commitment of additional capital by existing
insurers, which may cause prices to decrease. For example, in October 2005, the
Florida OIR approved an overall average 13.5% decrease in premium rates for all
workers' compensation insurance policies written by all Florida licensed
insurance carriers in 2006. This reduction may have a material adverse effect on
our profitability in Florida next year and may result in a decrease in the
number of policies we issue in Florida in 2006. Any of these factors could lead
to a significant reduction in premium rates, less favorable policy terms and
fewer policies written. In addition to these considerations, changes in the
frequency and severity of losses suffered by insureds and insurers may affect
the cycles of the insurance business significantly, and we expect to experience
the effects of such cyclicality. This cyclicality may cause the price of our
securities to be volatile.

RECENT INVESTIGATIONS INTO INSURANCE AND REINSURANCE PRACTICES COULD CAUSE
VOLATILITY IN OUR STOCK AND ADVERSELY AFFECT OUR BUSINESS.

The Florida OIR is among the regulators that have been investigating insurance
industry practices. On April 20, 2005, the Florida OIR announced that it had
issued investigative subpoenas requesting information related to finite
reinsurance activities in the insurance industry. Finite reinsurance is a type
of reinsurance that is structured to limit the amount of insurance risk the
reinsurer assumes. Prior to 2005, AmComp did purchase quota share reinsurance,
which may have the characteristics of finite reinsurance. In cases where quota
share reinsurance qualified for risk transfer, the transaction was treated in
our financial statements as reinsurance. In certain other cases, where quota
share reinsurance did not qualify for risk transfer, we recorded the effects of
the transaction pursuant to deposit accounting. AmCOMP Assurance has received
and responded to an investigative subpoena from the Florida OIR requesting
answers to interrogatories and the production of certain documents relating to
the Florida OIR's civil investigation into finite reinsurance activities in the

                                       18
insurance industry. These inquiries were made to certain other Florida domestic
insurers, as well as to certain reinsurers doing business with Florida domestic
insurers.

The Florida OIR's civil investigation, all developing regulatory responses
related to the investigation and other investigations relating to brokerage
practices in the insurance industry represent an evolving area of law. At this
time, we are unable to predict the potential effects, if any, that these
investigations and inquiries may have upon the insurance markets and industry
business practices. For example, they may lead to changes in industry practices
that may make it more difficult for us to compete for insurance business, reduce
the effectiveness of our business processes or increase our cost of doing
business. For example, 12.6% of our direct premiums written for the year ended
December 31, 2005 were collected by insurance agencies that are responsible for
collecting premiums on our behalf. As we do not require a deposit or collateral
from these agencies in respect of accrued balances, we may be subject to credit
risk with respect to these agencies if they suffer severe financial difficulties
as a result of these or other investigations. Any of the foregoing could
materially and adversely affect our business, results of operations and
financial condition. In addition, to the extent that any of the arrangements
into which we routinely enter with our agents were determined to be unlawful, we
could be fined or otherwise penalized. These inquiries and investigations have
also caused substantial volatility in the prices of insurance company stocks
generally, and this volatility may continue or increase in the future if these
inquiries and investigations continue or are expanded.

We also expect new regulatory requirements related to finite reinsurance to be
imposed on the insurance industry. The NAIC has requested its Property and
Casualty Reinsurance Study Group of the Reinsurance Task Force to formally study
statutory financial accounting issues related to finite reinsurance. In an
effort to eliminate the abuse of finite reinsurance contracts, changes have been
proposed to filing forms that would require insurers to make specific
disclosures related to finite reinsurance on their financial statement filings.
Additionally, the Florida OIR is developing new regulations that would require
domestic insurers to make additional disclosures and attestations relating to
their finite and other risk limiting reinsurance agreements and comply with new
disclosure requirements. Increased regulation of finite reinsurance may affect
the availability or cost of reinsurance in ways that are difficult to foresee at
present, and could have a material adverse effect on our business.

Recent investigations of broker placement and compensation practices initiated
by the attorney general's office of certain states, including the State of New
York, together with recently filed class action lawsuits initiated against such
broker entities and certain insurance companies, have challenged the legality of
certain activities conducted by these brokers and companies. The investigations
and suits challenge, among other things, the appropriateness of setting fees
paid to brokers based on the volume of business placed by a broker with a
particular insurer or reinsurer; the payment of contingent fees to brokers by
insurers or reinsurers and the alleged conflict of interest arising from such
fee arrangements; the nondisclosure by brokers to their clients of contingent
fees paid to them by insurers and reinsurers; bid rigging, and tying the receipt
of direct insurance to placing reinsurance through the same broker. AmComp
distributes its products through independent agents who are appointed by and
represent the Company and does not distribute through brokers. In some cases, we
do pay contingent commissions to our agents. To our knowledge, these
investigations have been focused on broker practices. However, these

                                       19
investigations and lawsuits may change industry practices in unforseeable ways
and those changes could adversely affect the competitive environment in our
business.

ACTS OF TERRORISM COULD NEGATIVELY AFFECT OUR BUSINESS AND FINANCIAL CONDITION,
AND THE AVAILABILITY OF FEDERAL REIMBURSEMENT FOR ACTS OF TERRORISM COULD EXPIRE
OR BE CURTAILED.

We are required to provide workers' compensation benefits for losses resulting
from certain acts of terrorism. The impact on us of any terrorist act will
depend upon the nature, extent, location and timing of such an act, and could be
material. The extent of losses from an act of terrorism is a function of both
the number of workers employed by our policyholders in the area affected by the
event and the severity of the event.

The Terrorism Risk Insurance Act of 2002 (the "2002 Act") was enacted in
response to the events of September 11, 2001. The program initiated by the 2002
Act applies to losses arising out of acts of terrorism that are certified as
such by the Secretary of the Treasury. In order to be certified as an act of
terrorism under the 2002 Act, losses incurred as a result of the act are
required to exceed $5.0 million, and the act may not be an act of domestic
terrorism. In addition, such losses must arise out of an act of terrorism
committed in the course of a war declared by the United States Congress, except
with respect to workers' compensation coverage. Under the 2002 Act, Federal
reimbursement is subject to an annual aggregate limit of $100.0 billion. Each
insurer is responsible for a deductible based on a percentage of its direct
premiums earned in the previous calendar year. Our 2005 deductible is equal to
15% of 2004 direct premiums earned, or approximately $37.4 million. For losses
in excess of the deductible, the Federal government will reimburse 90% of the
insurer's loss, up to the insurer's proportionate share of the $100.0 billion.
Insurers will not be liable for payments for any portion of losses in excess of
the $100.0 billion annual limit.

In December 2005, President Bush signed into law the Terrorism Risk Insurance
Extension Act of 2005 (the "2005 Act"), which extends the 2002 Act for an
additional two years to December 31, 2007. While the underlying structure of the
2002 Act was left intact, the 2005 Act makes some adjustments, including
increasing the current insurer deductible from 15% of direct premiums earned to
17.5% for 2006, and to 20% of such premiums in 2007. For losses in excess of the
deductible, the Federal government still reimburses 90% of the insurer's loss,
but the amount of Federal reimbursement decreases to 85% of the insurer's loss
in 2007. After March 31, 2006, Federal reinsurance will only be available if
industry aggregate insured losses from a certified act exceed $50.0 million. The
program trigger increases to $100.0 million in 2007. When these increases take
effect, insurers must still provide terrorism insurance for events causing
losses up to that amount, even though Federal reinsurance is only available for
events causing losses exceeding that amount.

Under the 2005 Act, insurers must offer coverage for losses due to terrorist
acts in all of their commercial property and casualty insurance policies. The
2005 Act's definition of property and casualty insurance includes workers'
compensation insurance. Moreover, the workers' compensation laws of the various
states generally do not permit the exclusion of coverage for losses arising from
terrorist acts as well as nuclear, biological and chemical attacks. In addition,
we are not able to limit our loss arising from any one catastrophe or any one
claimant. Our reinsurance policies exclude coverage for losses arising out of

                                       20
terrorism and nuclear, biological and chemical attacks. Therefore, acts of
terrorism could adversely affect our business and financial condition.

RISKS RELATED TO THIS OFFERING

YOUR ABILITY TO INFLUENCE CORPORATE DECISIONS MAY BE LIMITED BECAUSE OUR
PRINCIPAL STOCKHOLDERS BENEFICIALLY OWN 26.8% OF OUR COMMON STOCK.

Our principal stockholders beneficially own, in the aggregate, approximately
26.8% of our outstanding stock. These stockholders may be able to determine who
will be elected to our board of directors and to control substantially all
matters requiring approval by our stockholders, including mergers, sales of
assets and approval of other significant corporate transactions, in a manner
with which you may not agree or that may not be in your best interest. This
concentration of stock ownership may adversely affect the trading price for our
common stock because investors often perceive disadvantages in owning stock in
companies with controlling stockholders.

THE PRICE OF OUR COMMON STOCK MAY DECREASE, AND YOU MAY LOSE ALL OR A PART OF
YOUR INVESTMENT.

The trading price of our common stock may fluctuate widely as a result of a
number of factors, many of which are beyond our control, including:

      o  variations in our quarterly operating results;

      o  changes in operating and stock performance of similar companies;

      o  changes in earnings estimates and market price targets by securities
         analysts;

      o  investor perception of the workers' compensation insurance industry and
         of our company;

      o  results of operations that vary from those expected by securities and
         other market analysts and investors;

      o  future sales of our securities;

      o  litigation developments;

      o  regulatory actions;

      o  departures of key personnel; and

      o  general market conditions, including market volatility.

A significant decline in our stock price could result in substantial losses for
individual stockholders and could lead to costly and disruptive securities
litigation.

                                       21
In addition, the stock market in recent years has experienced substantial price
and volume fluctuations that sometimes have been unrelated or disproportionate
to the operating performance of companies whose shares are publicly traded. As a
result, the trading price of shares of our common stock may be below the
exercise price of an optionee's options and you may be unable to sell your
shares of common stock at or above the price that you pay to purchase them, and
you may lose some or all of your investment.

FUTURE SALES OF OUR COMMON STOCK, OR THE POSSIBILITY OR PERCEPTION THAT SUCH
FUTURE SALES MIGHT OCCUR, MAY DEPRESS ITS PRICE.

The market price of our common stock could decline as a result of sales of
substantial numbers of shares in the public market after the closing of this
offering after the day hereof, or the perception that these sales could occur.
This may make it more difficult for you to sell your shares at a time and at a
price that you deem appropriate. In addition, these factors could make it more
difficult for us to raise funds through future offerings of common stock. There
were 15,562,155 shares of our common stock outstanding on October 3, 2006. All
of these shares are freely transferable without restriction or further
registration under the Securities Act of 1933, as amended, except for the
4,597,659 shares held by our senior management, directors, 1% or greater
stockholders and their affiliates.

We are registering the offer and sale of 855,654 shares of our common stock
reserved for issuance upon the exercise of options granted or reserved for grant
under our stock option plans and agreements. Once the registration is effective,
stockholders can sell these shares in the public market upon issuance, subject
to restrictions under the securities laws and any applicable lock-up agreements.
In addition, some of our existing stockholders will be entitled to register
their shares of our common stock after this offering. We may also acquire other
companies or assets or finance strategic alliances by issuing equity, which may
result in additional dilution to you.

FLORIDA AND OTHER APPLICABLE STATE INSURANCE LAWS, CERTAIN PROVISIONS OF OUR
CHARTER DOCUMENTS AND DELAWARE LAW COULD PREVENT OR DELAY A CHANGE OF CONTROL OF
AMCOMP AND COULD ALSO LIMIT THE MARKET PRICE OF OUR COMMON STOCK.

Florida insurance law prohibits any person from acquiring 5% or more of the
outstanding voting securities of us or any of our insurance subsidiaries without
the prior approval of the Florida OIR. Any person wishing to acquire control of
us or of any substantial portion of our outstanding shares would first be
required to obtain the approval of the Florida OIR.

In addition, many state insurance laws require prior notification to the state
insurance department of a change of control of a non-domiciliary insurance
company licensed to transact insurance in that state. While these
pre-notification statutes do not authorize the state insurance departments to
disapprove the change of control, they authorize regulatory action (including a
possible revocation of our authority to do business) in the affected state if
particular conditions exist, such as undue market concentration. Any future
transactions that would constitute a change of control of us may require prior
notification in the states that have pre-acquisition notification laws.

Provisions of our certificate of incorporation and bylaws could discourage,
delay or prevent a merger, acquisition or other change in control of AmCOMP,
even if such a change in control would be beneficial to our stockholders. These

                                       22
provisions could also discourage proxy contests and make it more difficult for
you and other stockholders to elect directors and take other corporate actions.
These provisions include:

      o  authorizing our board of directors to issue up to 5,000,000 shares of
         preferred stock with rights senior to those of our common stock without
         further stockholder approval;

      o  limiting the ability of our stockholders to call special meetings of
         stockholders;

      o  advance notice requirements for nominations for election to our board
         of directors or for proposing matters that can be acted upon by
         stockholders at the stockholder meetings; and

      o  prohibiting stockholder action by written consent, thereby limiting
         stockholder action to that taken at a meeting of our stockholders.

Section 203 of the Delaware General Corporation Law prohibits a publicly-held
Delaware corporation from engaging in a business combination with a person who
acquires at least 15% of its voting stock for a period of three years after the
date such person acquired such voting stock, unless the business combination is
approved in a prescribed manner. These provisions and other similar provisions
make it more difficult for stockholders or potential acquirers to acquire us
without negotiation. These provisions may apply even if some stockholders may
consider the transaction beneficial to them.

These provisions could limit the price that investors are willing to pay in the
future for shares of our common stock. These provisions might also discourage a
potential acquisition proposal or tender offer, even if the acquisition proposal
or tender offer is at a premium over the then current market price for our
common stock.

WE DO NOT ANTICIPATE PAYING DIVIDENDS ON OUR CAPITAL STOCK IN THE FORESEEABLE
FUTURE.

We currently intend to retain our future earnings, if any, to fund the
development and growth of our business. The amount of cash we may have available
is in part limited by dividend restrictions imposed on our insurance
subsidiaries by state insurance laws and regulations, which prescribe the amount
of dividends our insurance subsidiaries can pay us. As a result, capital
appreciation, if any, of our common stock will be your sole source of gain for
the foreseeable future.

BEING A PUBLIC COMPANY INCREASES OUR ADMINISTRATIVE COSTS AND MAY ADD OTHER
BURDENS.

As a public company, we will incur significant legal, accounting and other
expenses that we did not incur as a private company. In addition, the
Sarbanes-Oxley Act of 2002, rules implemented by the Securities and Exchange
Commission, or SEC, and new listing requirements of the Nasdaq Global Market
have required changes in corporate governance practices of public companies. We
expect these new rules and regulations to increase our legal and financial
compliance costs and to make some activities more time consuming and costly. We
also expect these new rules and regulations to make it more difficult and more
expensive for us to obtain director and officer liability insurance, and we may
be required to accept reduced coverage or incur substantially higher costs to

                                       23
obtain coverage. These new rules and regulations could also make it more
difficult for us to attract and retain qualified members of our board of
directors, particularly those serving on our audit committee.

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.

As a public company, absent an available exemption, we will be required to
comply with Section 404 of the Sarbanes Oxley Act by no later than December 31,
2007. However, we cannot be certain as to the timing of completion of our
evaluation, testing and remediation actions or the impact of the same on our
operations. Furthermore, upon completion of this process, we may identify
control deficiencies of varying degrees of severity that remain unremediated. As
a public company, we will be required to report, among other things, control
deficiencies that constitute a "material weakness." A "material weakness" is a
significant deficiency, or combination of significant deficiencies, that results
in more than a remote likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or detected. If we fail to
implement the requirements of Section 404 in a timely manner, we might be
subject to sanctions or investigation by regulatory agencies such as the SEC. In
addition, failure to comply with Section 404 or the report by us of a material
weakness may cause investors to lose confidence in our financial statements and
the trading price of our common stock may decline. If we fail to remedy any
material weakness, our financial statements may be inaccurate, our access to the
capital markets may be restricted and the trading price of our common stock may
decline.

OUR MANAGEMENT AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAVE IN THE
PAST DETERMINED THAT THERE ARE MATERIAL WEAKNESSES IN OUR INTERNAL CONTROLS OVER
FINANCIAL REPORTING. IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL
CONTROLS OVER FINANCIAL REPORTING, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR
FINANCIAL RESULTS.

During their audit of our financial statements for the year ended December 31,
2003, our independent registered public accounting firm identified certain
reportable conditions that constitute material weaknesses in the internal
controls over our financial reporting. Specifically, our independent auditors
noted that (1) there were significant errors in recording reinsurance related
balances, (2) there were significant accounting adjustments in the recording of
dividends, allowance for doubtful accounts and the reinsurance experience
account, (3) there were significant adjustments in the tax accounts after we
completed our review, and there were errors in the tax returns prepared by an
outside third party, and (4) our process at that time did not provide for timely
preparation and filing of GAAP financial statements.

During their audit of our financial statements for the year ended December 31,
2004, our independent registered public accounting firm identified certain
reportable conditions that constitute material weaknesses in the internal
controls over financial reporting of our insurance subsidiaries, AmCOMP
Assurance and AmCOMP Preferred. With regard to AmCOMP Assurance and AmCOMP
Preferred, our independent auditors noted that audit adjustments were identified
during the 2004 audit process in areas that require management judgment and
accounting estimates and impacted the assessment accrual and commission
accruals. Our analyses of these accounts had not been updated for all known
information at the time of the audit or were not used to adjust the general

                                       24
ledger to the appropriate amount. As a result, audit adjustments on the
financial statements we prepared were required.

Our audit committee and management team agreed with the matters identified as
material weaknesses. In response, we initiated corrective actions that we
believe addressed these control deficiencies. If we fail to maintain an
effective system of internal controls over financial reporting, we may not be
able to accurately report our financial results.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and documents incorporated by reference into this prospectus
contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, that are not historical facts, but rather are based on
current expectations, estimates and projections about our business and industry,
our beliefs and assumptions. Words such as "anticipates," "expects," "intends,"
"plans," "believes," "seeks," "estimates," and variations of these words and
similar expressions are intended to identify forward-looking statements. These
statements are based on our current plans and expectations and involve risks and
uncertainties over which we have no control, that could cause actual future
activities and results of operations to be materially different from those set
forth in the forward-looking statements. Important factors that could cause
actual future activities and operating results to differ include fluctuating
demand for capital goods such as large glass presses, delay in the recovery of
demand for components used by telecommunications infrastructure manufacturers
and exposure to foreign economies. Important information regarding risks and
uncertainties is also set forth elsewhere in this document, including in those
described in "Risk Factors" beginning on page 4, as well as elsewhere in this
prospectus and in documents incorporated by reference into this prospectus. You
are cautioned not to place undue reliance on these forward-looking statements,
which reflect our management's view only as of the date of this prospectus or as
of the date of any document incorporated by reference into this prospectus. All
subsequent written or oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by these
cautionary statements. We undertake no obligation to update these statements or
publicly release the results of any revisions to the forward-looking statements
that we may make to reflect events or circumstances after the date of this
prospectus or the date of any document incorporated into this prospectus or to
reflect the occurrence of unanticipated events.

You are also urged to carefully review and consider the various disclosures made
by us in this document, as well as in our prior periodic reports on Forms 10-K
and 8-K, filed with the Securities and Exchange Commission and listed under the
caption "Incorporation by Reference" on page 3 of this prospectus.

We make available, free of charge, our annual report on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K, if any.

We also make this information available on our website at WWW.AMCOMP.COM.

                                       25
USE OF PROCEEDS

The common stock offered hereby is being registered for the account of the
selling stockholders identified in this prospectus. See "Selling Stockholders."
All net proceeds from the sale of the common stock will go to the stockholders
who offer and sell their shares. We will not receive any part of the proceeds
from such sales of common stock. We will, however, receive the exercise price of
the options at the time of their exercise. Such proceeds will be used for
general corporate purposes, working capital and to make acquisitions, although
the Company has not identified any specific acquisitions at this time.

                              SELLING STOCKHOLDERS

This prospectus relates to the reoffer and resale of shares issued or that may
be issued to the selling stockholders under our Plans. This prospectus also
relates to such indeterminate number of additional shares of common stock that
may be acquired by the selling stockholders as a result of the antidilution
provisions of the Plans. We will provide additional information regarding the
identity of the selling stockholders and certain other information relating to
the selling stockholders in a supplement to this prospectus if we are required
by law to do so.

The following table sets forth (i) the number of shares of common stock owned by
each selling stockholder as of October 3, 2006, (ii) the number of shares of
common stock to be offered for resale by each selling stockholder (i.e., the
total number of shares of common stock underlying options held by each selling
stockholder irrespective of whether such options are presently exercisable
within 60 days after October 3, 2006) and (iii) the number and percentage of
shares of common stock that each selling stockholder will beneficially own after
completion of the offering, assuming that all shares of common stock that may be
offered for resale are sold and no other shares beneficially owned by the
selling stockholders are also sold.

                                                                               Number of Shares     Percentage of
                                                                                of Common Stock      Class to be
                                   Number of Shares of    Number of Shares of     Owned after        Owned after
                                  Common Stock Owned at   Common Stock to be   Completion of the    Completion of
              Name                  October 3, 2006(1)   Offered for Resale(2)    Offering(3)       the Offering

Fred R. Lowe......................         417,219(4)            458,434               177,087          1.1%
Debra Cerre-Ruedisili.............         139,064(5)            255,555                40,829            *
Kumar Gursahaney..................          26,830(6)            105,000                 5,000            *
Antonio Faillaci..................           7,695(7)              3,766                 3,929            *
Sam A. Stephens...................       1,005,992                 7,333             1,005,992          6.5%
Paul B. Queally...................       1,368,292(8)              7,333             1,368,292          8.8%
Sean Traynor......................               0                 7,333                     0            *
Donald C. Stewart.................               0                 7,333                     0            *
Spencer L. Cullen, Jr.............               0                 7,333                     0            *

-----------------
* Less than 1%.

                                       26
(1)      Unless otherwise indicated, we believe that all people named in the
         above table have sole voting and investment power with respect to all
         shares of common stock beneficially owned by them. A person is deemed
         to be the beneficial owner of securities that can be acquired by such
         person within 60 days after October 3, 2006 upon the exercise of
         options, warrants or convertible securities. Each beneficial owner's
         percentage ownership is determined by assuming that options, warrants
         and convertible securities held by such person (but not those held by
         any other person) and which are exercisable or convertible within 60
         days have been exercised or converted.

(2)      Reflects all shares of common stock issuable upon exercise or
         conversion of options, warrants and convertible securities.

(3)      Beneficial ownership of shares held by each selling stockholder after
         this offering assumes that each selling stockholder sold all of the
         shares it is offering in this prospectus but actually will depend on
         the number of shares sold by such selling stockholder in this offering.

(4)      Includes 240,132 shares of common stock issuable upon exercise of
         options held by Mr. Lowe.

(5)      Includes 98,235 shares of common stock issuable upon exercise of
         options held by Ms. Cerre-Ruedisili. Also includes 200 shares of common
         stock that Ms. Cerre-Ruedisili holds as custodian for her children. Ms.
         Cerre-Ruedisili disclaims beneficial ownership of these 200 shares.

(6)      Includes 21,830 shares of common stock issuable upon exercise of
         options held by Mr. Gursahaney.

(7)      Includes 3,766 shares of common stock issued as a result of Mr.
         Faillaci's cashless exercise of options to purchase 43,660 shares of
         common stock.

(8)      The number of shares beneficially owned consists of (a) 1,227 shares of
         common stock held by Mr. Queally and (b) 1,367,065 shares of common
         stock held by WCAS VII. Mr. Queally is a general partner of the sole
         general partner of WCAS VII. Mr. Queally may be deemed to have shared
         investment and voting power with respect to the securities held by WCAS
         VII. Mr. Queally disclaims beneficial ownership of the securities held
         by WCAS VII, except to the extent of his equity interest therein.

We cannot assure you that the selling stockholders will exercise their options
to purchase our shares of common stock.

The shares covered by this prospectus may be sold from time to time so long as
this prospectus remains in effect; provided, however, that the selling
stockholders first contact our Corporate Secretary to confirm that this
prospectus is in effect. We intend to distribute to each selling stockholder a
letter describing the procedures that the selling stockholder may follow in
order to use this prospectus to sell the shares and under what conditions the
prospectus may not be used. The selling stockholders expect to sell the shares

                                       27
at prices then attainable, less ordinary brokers' commissions and dealers'
discounts as applicable.

                              PLAN OF DISTRIBUTION

This offering is self-underwritten; neither we nor the selling stockholders have
employed an underwriter for the sale of shares of common stock by the selling
stockholders. We will bear all expenses in connection with the preparation of
this prospectus. The selling stockholders will bear all expenses associated with
the sale of the shares of common stock.

The selling stockholders may offer their common stock directly or through
pledgees, donees, transferees or other successors in interest in one or more of
the following transactions:

      o  On any stock exchange on which the shares of common stock may be listed
         at the time of sale;

      o  In negotiated transactions;

      o  In the over-the-counter market; and

      o  In a combination of any of the above transactions.

The selling stockholders may offer their shares of common stock at any of the
following prices:

      o  Fixed prices that may be changed;

      o  Market prices prevailing at the time of sale;

      o  Prices related to such prevailing market prices; and

      o  At negotiated prices.

The selling stockholders may effect such transactions by selling shares to or
through broker-dealers, and all such broker-dealers may receive compensation in
the form of discounts, concessions, or commissions from the selling stockholders
and/or the purchasers of shares of common stock for whom such broker-dealers may
act as agents or to whom they sell as principals, or both (which compensation as
to a particular broker-dealer might be in excess of customary commissions).

Any broker-dealer acquiring shares of common stock from the selling stockholders
may sell the shares either directly, in its normal market-making activities,
through or to other brokers on a principal or agency basis or to its customers.
Any such sales may be at prices then prevailing on Nasdaq or at prices related
to such prevailing market prices or at negotiated prices to its customers or a
combination of such methods. The selling stockholders and any broker-dealers
that act in connection with the sale of the shares of common stock hereunder
might be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act; any commissions received by them and any profit on the resale of
shares as principal might be deemed to be underwriting discounts and commissions
under the Securities Act. Any such commissions, as well as other expenses

                                       28
incurred by the selling stockholders and applicable transfer taxes, are payable
by the selling stockholders.

The selling stockholders reserve the right to accept, and together with any
agent of the selling stockholder, to reject in whole or in part any proposed
purchase of the shares of common stock. The selling stockholders will pay any
sales commissions or other seller's compensation applicable to such
transactions.

We have not registered or qualified offers and sales of shares of common stock
under the laws of any country other than the United States. To comply with
certain states' securities laws, if applicable, the selling stockholders will
offer and sell their shares of common stock in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
selling stockholders may not offer or sell shares of common stock unless we have
registered or qualified such shares for sale in such states or we have complied
with an available exemption from registration or qualification.

There can be no assurance that the selling stockholders will sell any or all of
the shares offered by them hereunder or otherwise.

                                  LEGAL MATTERS

Certain legal matters in connection with the issuance of the shares of common
stock offered hereby have been passed upon for us by Olshan Grundman Frome
Rosenzweig & Wolosky LLP, New York, New York.

                                     EXPERTS

Deloitte & Touche LLP, independent registered public accounting firm, has
audited our consolidated financial statements and schedules included in our
Annual Report on Form 10-K for the year ended December 31, 2005, as set forth in
their report, which is incorporated by reference in this Registration Statement.
Our financial statements and schedules are incorporated by reference in reliance
on Deloitte & Touche LLP's report, given on their authority as experts in
accounting and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-8 with the SEC for our common
stock offered in this offering. This prospectus does not contain all the
information set forth in the Registration Statement. You should refer to the
registration statement and its exhibits for additional information. Whenever we
make references in this prospectus to any of our contracts, agreements or other
documents, the references are not necessarily complete and you should refer to
the exhibits attached to the registration statement for the copies of the actual
contract, agreement or other document.

The SEC maintains an Internet site at WWW.SEC.GOV that contains reports, proxy
and information statements, and other information regarding us. You may also
read and copy any document we file with the SEC at its Public Reference Room at
100 F Street NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330

                                       29
for further information on the operation of the Public Reference Room. Our SEC
filings are also available on our website at WWW.AMCOMP.COM.

                                       30
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The following documents filed by us with the Securities and Exchange Commission
(the "SEC") are incorporated by reference in this prospectus:

1.       Our Annual Report on Form 10-K for the fiscal year ended December 31,
         2005;
2.       Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
         31, 2006;
3.       Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
         2006;
4.       Our Current Report on Form 8-K filed on February 16, 2006;
5.       Our Current Report on Form 8-K filed on March 17, 2006;
6.       Our Current Report on Form 8-K filed on June 13, 2006;
7.       Our Current Report on Form 8-K filed on August 11, 2006;
8.       Our Current Report on Form 8-K filed on August 16, 2006;
9.       Our Current Report on Form 8-K filed on August 25, 2006;
10.      Our Current Report on Form 8-K filed on September 27, 2006; and
11.      The description of our common stock contained in our Registration
         Statement on Form 8-A, filed on January 27, 2006.

All documents subsequently filed with the SEC by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the respective dates of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof or of the related prospectus to the extent that a statement contained
herein or in any other subsequently filed document which is also incorporated or
deemed to be incorporated herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The Certificate of Incorporation of the Company provides that we shall indemnify
to the fullest extent permitted by Delaware General Corporation Law, or the
DGCL, any person whom it may indemnify thereunder, including the directors,
officers, employees and agents of the Company. In addition, the Company's
Certificate of Incorporation eliminates, to the extent permitted by the DGCL,

                                      II-1
personal liability of directors to the Company and its stockholders for monetary
damages for breach of fiduciary duty.

The Company's authority to indemnify its directors and officers is governed by
the provisions of Section 145 of the DGCL, as follows:

         (a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
her equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

         (b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

         (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

         (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or

                                      II-2
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.

         (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.

         (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

         (g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.

         (h) For purposes of this section, references to the "corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

         (i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any

                                      II-3
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

         (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         (k) The Court of Chancery is hereby vested with exclusive jurisdiction
to herein determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).

The Company has entered into Indemnification Agreements with each of its
directors and certain executive officers, whereby it has agreed to indemnify, to
the fullest extent permitted by applicable law, each such director and officer
from and against any and all expenses (including attorneys' fees), judgments,
fines, penalties, excise taxes and amounts paid in settlement or incurred by
such director or officer for or as a result of action taken or not taken while
such director or officer was acting in his capacity as the director or executive
officer of the Company or its affiliates.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

With respect to the securities owned by Antonio Faillaci, such securities were
issued by the Company in reliance upon exemptions from registration contained in
Section 4(2) of the Securities Act as transactions by an issuer not involving
any public offering and Rule 701 under the Securities Act relating to
transactions occurring under compensatory benefit plans.

ITEM 8.  EXHIBITS.

           4.1             1996 Stock Option Plan, as amended (incorporated by
                           reference to Exhibit 10.7 to the Company's
                           Registration Statement on Form S-1 (File No.
                           333-128272) (the "Form S-1").

           4.2             Form of 2005 Stock Option Plan of the Registrant
                           (incorporated by reference to Exhibit 10.9 to the
                           Form S-1).

           4.3             Amended and Restated Directors' Stock Option Plan of
                           the Registrant (incorporated by reference to Exhibit
                           10.8 to the Form S-1).

                                      II-4
4.4             Form of Stock Option Award Agreement of the
                           Registrant for options granted under the Registrant's
                           stock option plans (incorporated by reference to
                           Exhibit 10.10 to the Form S-1).

           4.5*            Form of Free Standing Option Award Agreement.

           5*              Opinion of Olshan Grundman Frome Rosenzweig & Wolosky
                           LLP.

           23(a)*          Consent of Independent Registered Public Accounting
                           Firm - Deloitte & Touche LLP.

           23(b)*          Consent of Olshan Grundman Frome Rosenzweig & Wolosky
                           LLP (included in its opinion filed herewith as
                           Exhibit 5).

           24*             Powers of Attorney (included on the signature page to
                           this Registration Statement).

-------------
* Filed herewith.

ITEM 9.  UNDERTAKINGS.

(a)      The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      to include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     to reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than 20 percent change in
                           the maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                  (iii)    to include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                                      II-5
PROVIDED, HOWEVER, that:

                           (A)      Paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-8 (ss.239.16b of
this chapter), and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated
by reference in the registration statement; and

                           (B)      Paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) of this section do not apply if the registration statement is on
Form S-3 (ss.239.13 of this chapter) or Form F-3 (ss.239.33 of this chapter) and
the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule
424(b)(ss.230.424(b) of this chapter) that is part of the registration
statement.

                           (C)      PROVIDED FURTHER, HOWEVER, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an
offering of asset-backed securities on Form S-1 (ss. 239.11 of this chapter) or
Form S-3 (ss. 239.13 of this chapter), and the information required to be
included in a post-effective amendment is provided pursuant to Item 1100(c) of
Regulation AB (ss. 229.1100(c)).

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial BONA
                  FIDE offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (4)      If the registrant is a foreign private issuer, to file a
                  post-effective amendment to the registration statement to
                  include any financial statements required by Item 8.A. of Form
                  20-F at the start of any delayed offering or throughout a
                  continuous offering. Financial statements and information
                  otherwise required by Section 10(a)(3) of the Act need not be
                  furnished, PROVIDED, that the registrant includes in the
                  prospectus, by means of a post-effective amendment, financial
                  statements required pursuant to this paragraph (a)(4) and
                  other information necessary to ensure that all other
                  information in the prospectus is at least as current as the
                  date of those financial statements. Notwithstanding the
                  foregoing, with respect to registration statements on Form
                  F-3, a post-effective amendment need not be filed to include
                  financial statements and information required by Section
                  10(a)(3) of the Act or Rule 3-19 of this chapter if such
                  financial statements and information are contained in periodic
                  reports filed with or furnished to the Commission by the
                  registrant pursuant to Section 13 or Section 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in the Form F-3.

                                      II-6
(5)      That, for the purpose of determining liability under the
                  Securities Act of 1933 to any purchaser:

                  (i)      If the registrant is relying on Rule 430B
                           (ss.230.430B of this chapter):

                           (A)      Each prospectus filed by the registrant
pursuant to Rule 424(b)(3) (ss.230.424(b)(3) of this chapter) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and

                           (B)      Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (ss.230.424(b)(2), (b)(5), or
(b)(7) of this chapter) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x)
(ss.230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of
providing the information required by section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof. PROVIDED, HOWEVER, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date;
or

                  (ii)     If the registrant is subject to Rule 430C
                           (ss.230.430C of this chapter), each prospectus filed
                           pursuant to Rule 424(b) as part of a registration
                           statement relating to an offering, other than
                           registration statements relying on Rule 430B or other
                           than prospectuses filed in reliance on Rule 430A
                           (ss.230.430A of this chapter), shall be deemed to be
                           part of and included in the registration statement as
                           of the date it is first used after effectiveness.
                           PROVIDED, HOWEVER, that no statement made in a
                           registration statement or prospectus that is part of
                           the registration statement or made in a document
                           incorporated or deemed incorporated by reference into
                           the registration statement or prospectus that is part
                           of the registration statement will, as to a purchaser
                           with a time of contract of sale prior to such first
                           use, supersede or modify any statement that was made
                           in the registration statement or prospectus that was
                           part of the registration statement or made in any
                           such document immediately prior to such date of first
                           use.

                                      II-7
(6)      That, for the purpose of determining liability of the
                  registrant under the Securities Act of 1933 to any purchaser
                  in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:

                  (i)      Any preliminary prospectus or prospectus of the
                           undersigned registrant relating to the offering
                           required to be filed pursuant to Rule 424 (ss.230.424
                           of this chapter);

                  (ii)     Any free writing prospectus relating to the offering
                           prepared by or on behalf of the undersigned
                           registrant or used or referred to by the undersigned
                           registrant;

                  (iii)    The portion of any other free writing prospectus
                           relating to the offering containing material
                           information about the undersigned registrant or its
                           securities provided by or on behalf of the
                           undersigned registrant; and

                  (iv)     Any other communication that is an offer in the
                           offering made by the undersigned registrant to the
                           purchaser.

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

(h)      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-8
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of North Palm Beach, State of Florida on the 20th day of
October, 2006.

                                       AMCOMP INCORPORATED

                                       By: /s/ Fred R. Lowe
                                           -------------------------------------
                                           Fred R. Lowe
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Fred R. Lowe, Debra Cerre-Ruedisili and Kumar
Gursahaney his true and lawful attorney-in-fact, each acting alone, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments to this registration statement, and any related
registration statement filed pursuant to Rule 462(b) of the Act and to file the
same, with exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting along, may lawfully do
or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.

          Signature                               Title                             Date
------------------------------    ---------------------------------------    --------------------

/s/ Fred R. Lowe                  Chairman of the Board, President and        October 20, 2006
------------------------------    Chief Executive Officer (principal
Fred R. Lowe                      executive officer)

/s/ Debra Cerre-Ruedisili         Executive Vice President, Chief             October 20, 2006
------------------------------    Operating Officer and Director
Debra Cerre-Ruedisili

/s/ Kumar Gursahaney              Senior Vice President, Chief                October 20, 2006
------------------------------    Financial Officer and Treasurer
Kumar Gursahaney                  (principal financial and accounting
                                  officer)

/s/ Sam A. Stephens               Director                                    October 20, 2006
------------------------------
Sam A. Stephens

/s/ Paul B. Queally               Director                                    October 20, 2006
------------------------------
Paul B. Queally

                                      II-9
/s/ Sean M. Traynor               Director                                    October 19, 2006
------------------------------
Sean M. Traynor

/s/ Donald C. Stewart             Director                                    October 16, 2006
------------------------------
Donald C. Stewart

/s/ Spencer L. Cullen, Jr.        Director                                    October 19, 2006
------------------------------
Spencer L. Cullen, Jr.