8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 26, 2004

AFFIRMATIVE INSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State of other jurisdiction of incorporation or organization)	75-2770432 (I.R.S. Employer Identification No.)
4450 Sojourn Drive, Suite 500 Addison, Texas (Address of principal executive offices)	75001 (Zip Code)

(972) 728-6300
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

TABLE OF CONTENTS

	Item 9. Regulation FD Disclosure.
Signatures
Press Release

Item 9. Regulation FD Disclosure.

On July 26, 2004, Affirmative Insurance Holdings, Inc. issued a press release announcing that the underwriters of Affirmative’s initial public offering have exercised in full their over-allotment option to purchase an additional 1,225,500 shares at $14 per share, the initial public offering price. A copy of the Registrant’s press release is attached as Exhibit 99.1 and incorporated herein by reference.

Signatures

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

Date: July 26, 2004	Affirmative Insurance Holdings, Inc.
	/s/ Timothy A. Bienek
	By: Timothy A. Bienek Executive Vice President and Chief Financial Officer (and in his capacity as Principal Financial Officer)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:	Michael Russell	Charles R. Lambert
	Investor Relations	Vice President – Investor Relations
	Affirmative Insurance Holdings, Inc.	Vesta Insurance Group, Inc.
	(972) 728-6300	(205) 970-7030
	mike.russell@affirmativeholdings.com	clambert@vesta.com

AFFIRMATIVE AND VESTA ANNOUNCE
EXERCISE OF OVER-ALLOTMENT OPTION

     ADDISON, Texas and BIRMINGHAM, Ala. – July 26, 2004 – Affirmative Insurance Holdings, Inc. (Nasdaq: AFFM) and Vesta Insurance Group, Inc. (NYSE: VTA) today announced that the underwriters of Affirmative’s initial public offering have exercised in full their over-allotment option to purchase an additional 1,225,500 shares to be offered to the public at $14.00 per share, the initial public offering price.

     The underwriters purchased 663,000 additional shares of common stock from Affirmative for net proceeds of approximately $8.6 million. Including the proceeds from the over-allotment, Affirmative’s net proceeds from the offering were approximately $65.3 million, after deducting estimated offering expenses.

     The underwriters also purchased 562,500 additional shares of common stock from Vesta for net proceeds of approximately $7.3 million, bringing Vesta’s total net proceeds from the offering to $55.4 million, after deducting estimated offering expenses. Following the exercise of

the over-allotment option, Vesta beneficially owns approximately 42.9% of Affirmative’s outstanding common stock.

     Piper Jaffray & Co. served as lead manager and sole book-runner of the offering. Co-managers for the offering were William Blair & Company, L.L.C., Sandler O’Neill & Partners, L.P. and Raymond James & Associates, Inc. Copies of the final prospectus to the offering may be obtained from Piper Jaffray & Co., 800 Nicollett Mall, Minneapolis, MN 55402-7020.

     Affirmative Insurance Holdings, Inc., headquartered in Addison, Texas, is a growing producer and provider of non-standard automobile insurance policies to individual consumers in highly targeted geographic markets. Affirmative currently offers products and services in 11 states, including Texas, Illinois and California.

     Vesta, headquartered in Birmingham, Ala., is a holding company for a group of insurance and financial services companies that offer a wide range of consumer-based products.

The United States Securities and Exchange Commission declared a registration statement relating to these securities effective on July 9, 2004. The public offering is being made solely by means of a prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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