FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Affirmative Investment LLC (Last) (First) (Middle) 717 FIFTH AVENUE 26TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/28/2005	3. Issuer Name and Ticker or Trading Symbol AFFIRMATIVE INSURANCE HOLDINGS INC [ AFFM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share	1,183,000(1)	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Affirmative Investment LLC (Last) (First) (Middle) 717 FIFTH AVENUE 26TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Flowers J Christopher (Last) (First) (Middle) 717 FIFTH AVENUE 26TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. Affirmative Investment LLC, J. Christopher Flowers and Affirmative Associates LLC, a Delaware limited liability company, may be deemed to be part of a group with DSC AFFM Manager LLC and Andrew G. Bluhm and, accordingly, may be deemed, for the purposes of Section 13(d) of the Securities Exchange Act fo 1934, as amended and the rules promulgated thereunder (the "Exchange Act") to beneficially own the 1,459,699 shares of Common Stock of Affirmative Insurance Holdings, Inc. that are beneficially owned by DSC AFFM Manager LLC and Andrew G. Bluhm. The reporting persons do not have any pecuniary interest in such securities and disclaim beneficial ownerhsip of such securities for purposes of Section 16 of the Exchange Act, or for any other purposes.

2. J. Christopher Flowers holds an indirect interest in the reported securities through a pecuniary interest in, and his indirect control of, J.C. Flowers I LP, a Delaware limited partnership. J.C. Flowers I LP owns an 86% membership interest in Affirmative Investment LLC. Mr. Flowers is also the sole managing member of Affirmative Associates LLC, which is the manager of Affirmative Investment LLC. Mr. Flowers therefore controls Affirmative Investment LLC and Affirmative Associates LLC. Mr. Flowers disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission that Mr. Flowers has beneficial ownership of such securities for purposes of Section 16 of the Exchange Act, or for any other purposes.

	Affirmative Investment LLC /s/ Avshalom Kalichstein Title: Authorized Person	07/08/2005
	J. Christoper Flowers /s/ J. Christopher Flowers	07/08/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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