Mail Stop 03-09
							January 4, 2005



Mr. Mathew C. Nolan
Chief Financial Officer
Bancinsurance Corporation
250 East Broad Street, 10th Floor
Columbus, Ohio 43215

RE:	Bancinsurance Corporation
	Form 8-K filed December 28, 2004
            File No. 000-08738


Dear Mr. Nolan:

We have reviewed your filing and have the following comments.
Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  We
welcome
any questions you may have about our comments.  Feel free to
contact
us at the telephone numbers listed at the end of this letter.

1. We noted that the former accountant will resign upon completion
of
its audit of your December 31, 2004 financial statements.  As
such,
when the former accountant ultimately resigns, please revise your
filing to:

a. State the specific date that the former accountant ultimately
resigned, as required by Item 304(a)(1)(i) of Regulation S-K.

b. Update the disclosures required by Item 304(a)(1)(iv) through
that
date..

c. File a letter from the former accountant addressing the revised
disclosures.

d. Specifically state whether the resignation of the former
accountant was recommended or approved by the audit or similar
committee of the board of directors or the board of directors, if
you
have no such committee, as required by Item 304(a)(1)(iii).




We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require.  Since
the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

The amendment requested should be filed via EDGAR within 5
business
days of the date when the former accountant ultimately resigns.
Please note that if you require longer than 5 business days to
respond, you should contact the staff immediately to request
additional time.  Direct any questions regarding the above to me
at
(202) 942-7332


							Sincerely,



							Kevin Woody
						            Staff Accountant


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Mr. Mathew C. Nolan
Bancinsurance Corporation
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