<PAGE> 1
[JONES, DAY, REAVIS & POGUE LETTERHEAD]
8463:mem
956555-010-001 (214) 969-3677
November 5, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: AMERISAFE, Inc.
Registration Statement (No. 333-10099)
Ladies and Gentlemen:
On behalf of AMERISAFE, Inc. (the "Company"), we enclose one copy
of each of (i) the Company's request for the withdrawal of the above-referenced
Registration Statement and (ii) a letter of Smith Barney Inc. and Piper Jaffray
Inc. joining in the Company's request.
As indicated in the enclosures, the Company has abandoned the
proposed initial public offering of its Class A Common Stock, and the Company
and the underwriters confirm that no shares of the Company's Class A Common
Stock have been sold pursuant to the Registration Statement.
Please direct any comments or questions you may have concerning
this matter to the undersigned at (214) 969-3677 or James E. O'Bannon at (214)
969-3766.
Very truly yours,
/s/ CHRISTINE A. HATHAWAY
Christine A. Hathaway
Enclosures
<PAGE> 2
Securities and Exchange Commission
November 5, 1996
Page 2
cc: Ms. Shelley Parratt
Mr. George A. Zachariah
Securities and Exchange Commission
Mr. Millard E. Morris
Mr. Mark R. Anderson
Arthur L. Hunt, Esq.
AMERISAFE, Inc.
James E. O'Bannon, Esq.
Jones, Day, Reavis & Pogue
Frederick W. Kanner, Esq.
Dewey Ballantine
<PAGE> 3
[AMERISAFE, INC. LETTERHEAD]
November 5, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: AMERISAFE, Inc. Registration
Statement on Form S-1
(Registration No. 333-10099)
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as
amended, AMERISAFE, Inc. (the "Company") requests that the above-referenced
Registration Statement be withdrawn. The Registration Statement was declared
effective at 4:30 p.m. on October 22, 1996; however, the Company has abandoned
the proposed offering due to market conditions.
The Company confirms that no shares of its Class A Common Stock
have been sold pursuant to the Registration Statement and there are no holders
of record of the Class A Common Stock. A letter from the underwriters
confirming that there have been no sales of the Class A Common Stock pursuant
to the Registration Statement and joining in the Company's request for the
withdrawal of the Registration Statement is being delivered to the Commission
with this letter.
AMERISAFE, INC.
By: /s/ ARTHUR L. HUNT
-------------------------------------
Arthur L. Hunt, Vice President
cc: Ms. Shelley Parratt
Mr. George A. Zachariah
Securities and Exchange Commission
James E. O'Bannon, Esq.
Jones, Day, Reavis & Pogue
Frederick W. Kanner, Esq.
Dewey Ballantine
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[SMITH BARNEY LETTERHEAD]
November 5, 1996
AMERISAFE, Inc.
Class A Common Stock
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Attn: George A. Zachariah
Dear Sirs:
The undersigned, as the representatives of the prospective Underwriters of the
above-captioned Shares, hereby join in the request of Amerisafe, Inc.
("AMERISAFE") for the withdrawal of the Registration Statement (Registration
No. 333-10099). The undersigned further confirm that no sales of the above-
captioned Shares have been made pursuant to such Registration Statement.
Very truly yours,
SMITH BARNEY INC.
PIPER JAFFRAY INC.
By: SMITH BARNEY
By: /s/ MARK J. AMRHEIN
----------------------------
Mark J. Amrhein
Director
