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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | Quarterly report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------



For the Quarterly Period ended March 31, 2005.



| ̈ | Transition report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934.
|- | ------------------------------------------------------------------------------------------



For the transition period from  to
.



Commission file number 000-28249



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AMERINST INSURANCE GROUP, LTD.

(Exact Name of Registrant as Specified in its Charter)



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|                                                                                                                   |  |                                     
|------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------
|BERMUDA                                                                                                            |  | 98-0207447                          
|(State or other jurisdiction of Incorporation or Organization)                                                     |  | (I.R.S. Employer Identification No.)
|                                                                                                                   | 
|c/o USA Risk Group of Bermuda, Limited, Windsor Place, 18 Queen Street, 2ndFloor PO Box HM 1601, Hamilton, Bermuda |  | HMGX                                
|(Address of Principal Executive Offices)                                                                           |  | (Zip Code)                          



Registrants
telephone number, including area code: (441) 296-3973



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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).    Yes ̈No  x



As of May 2, 2005, the
registrant had 331,751 common shares, $1.00 par value per share outstanding.



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Part IFINANCIAL INFORMATION



Item 1. Financial Statements



AMERINST INSURANCE GROUP, LTD.



CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                                      |  |                     |            |   |                       |   |            |  
|----------------------------------------------------------------------------------------------------- |  | ------------------- | ---------- | - | --------------------- | - | ---------- | -
|                                                                                                      |  | As of March 31,2005 |            |   | As ofDecember 31,2004 |  
|ASSETS                                                                                                |  |                     |            |   |                       |   |            |  
|INVESTMENTS                                                                                           |  |                     |            |   |                       |   |            |  
|Fixed maturity investments, at market value (amortized cost $27,119,828 and $30,329,960)              |  | $                   | 27,029,894 |   |                       | $ | 30,497,450 |  
|Equity securities, at market value (cost $15,546,030 and $15,180,184)                                 |  |                     | 20,754,337 |   |                       |   | 21,294,767 |  
|                                                                                                      |  |                     |            |   |                       |   |            |  
|TOTAL INVESTMENTS                                                                                     |  |                     | 47,784,231 |   |                       |   | 51,792,217 |  
|Cash and cash equivalents                                                                             |  |                     | 1,539,323  |   |                       |   | 1,523,928  |  
|Assumed reinsurance balances receivable                                                               |  |                     | 423,294    |   |                       |   | 877,846    |  
|Fund deposit with a reinsurer                                                                         |  |                     | 95,026     |   |                       |   | 137,328    |  
|Accrued investment income                                                                             |  |                     | 219,813    |   |                       |   | 241,909    |  
|Deferred policy acquisition costs                                                                     |  |                     | 1,181,159  |   |                       |   | 1,147,815  |  
|Prepaid expenses and other assets                                                                     |  |                     | 148,588    |   |                       |   | 215,268    |  
|                                                                                                      |  |                     |            |   |                       |   |            |  
|TOTAL ASSETS                                                                                          |  | $                   | 51,391,434 |   |                       | $ | 55,936,311 |  
|                                                                                                      |  |                     |            |   |                       |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                  |  |                     |            |   |                       |   |            |  
|LIABILITIES                                                                                           |  |                     |            |   |                       |   |            |  
|Unpaid losses and loss adjustment expenses                                                            |  | $                   | 30,088,704 |   |                       | $ | 29,701,842 |  
|Unearned premiums                                                                                     |  |                     | 4,003,931  |   |                       |   | 3,890,900  |  
|Accrued expenses and other liabilities                                                                |  |                     | 444,120    |   |                       |   | 231,936    |  
|                                                                                                      |  |                     |            |   |                       |   |            |  
|TOTAL LIABILITIES                                                                                     |  |                     | 34,536,755 |   |                       |   | 33,824,678 |  
|                                                                                                      |  |                     |            |   |                       |   |            |  
|STOCKHOLDERS EQUITY                                                                                  |  |                     |            |   |                       |   |            |  
|Common shares, $1 par value, 500,000 shares authorized, 2004 and 2003: 331,751 issued and outstanding |  |                     | 331,751    |   |                       |   | 331,751    |  
|Additional paid-in capital                                                                            |  |                     | 6,801,870  |   |                       |   | 6,801,870  |  
|Retained earnings                                                                                     |  |                     | 10,167,368 |   |                       |   | 10,000,521 |  
|Accumulated other comprehensive income                                                                |  |                     | 5,118,373  |   |                       |   | 6,282,073  |  
|Treasury stock (100,602 and 34,057 shares) at cost                                                    |  |                     | (5,564,683 | ) |                       |   | (1,304,582 | )
|                                                                                                      |  |                     |            |   |                       |   |            |  
|TOTAL STOCKHOLDERS EQUITY                                                                            |  |                     | 16,854,679 |   |                       |   | 22,111,633 |  
|                                                                                                      |  |                     |            |   |                       |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                            |  | $                   | 51,391,434 |   |                       | $ | 55,936,311 |  
|                                                                                                      |  |                     |            |   |                       |   |            |  



See the accompanying
notes to the unaudited condensed consolidated financial statements.



2



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AMERINST INSURANCE GROUP, LTD.



CONDENSED CONSOLIDATED STATEMENTS OF

OPERATIONS, COMPREHENSIVE INCOME

AND RETAINED EARNINGS

(Unaudited)



|                                                                          |  |                                  |            |   |                                  |   |           |  
|------------------------------------------------------------------------- |  | -------------------------------- | ---------- | - | -------------------------------- | - | --------- | -
|                                                                          |  | Three MonthsEnded March 31, 2005 |            |   | Three MonthsEnded March 31, 2004 |  
|REVENUE                                                                   |  |                                  |            |   |                                  |   |           |  
|Net premiums earned                                                       |  | $                                | 2,164,916  |   |                                  | $ | 2,049,150 |  
|Net investment income                                                     |  |                                  | 235,174    |   |                                  |   | 428,003   |  
|Net realized gain on investments                                          |  |                                  | 425,409    |   |                                  |   | 97,175    |  
|                                                                          |  |                                  |            |   |                                  |   |           |  
|TOTAL REVENUE                                                             |  |                                  | 2,825,499  |   |                                  |   | 2,574,328 |  
|LOSSES AND EXPENSES                                                       |  |                                  |            |   |                                  |   |           |  
|Losses and loss adjustment expenses                                       |  |                                  | 1,515,441  |   |                                  |   | 1,636,691 |  
|Policy acquisition costs                                                  |  |                                  | 638,650    |   |                                  |   | 594,772   |  
|Operating and management expenses                                         |  |                                  | 353,672    |   |                                  |   | 266,620   |  
|                                                                          |  |                                  |            |   |                                  |   |           |  
|TOTAL LOSSES AND EXPENSES                                                 |  |                                  | 2,507,763  |   |                                  |   | 2,498,083 |  
|                                                                          |  |                                  |            |   |                                  |   |           |  
|NET INCOME                                                                |  | $                                | 317,736    |   |                                  | $ | 76,245    |  
|                                                                          |  |                                  |            |   |                                  |   |           |  
|OTHER COMPREHENSIVE LOSS                                                  |  |                                  |            |   |                                  |   |           |  
|Net unrealized holding gains (losses) arising during the period           |  |                                  | (738,291   | ) |                                  |   | (41,223   | )
|Reclassification adjustment for (gains) and losses included in net income |  |                                  | (425,409   | ) |                                  |   | (97,175   | )
|                                                                          |  |                                  |            |   |                                  |   |           |  
|OTHER COMPREHENSIVE LOSS                                                  |  |                                  | (1,163,700 | ) |                                  |   | (138,398  | )
|                                                                          |  |                                  |            |   |                                  |   |           |  
|COMPREHENSIVE LOSS                                                        |  | $                                | (845,964   | ) |                                  | $ | (62,153   | )
|                                                                          |  |                                  |            |   |                                  |   |           |  
|RETAINED EARNINGS, BEGINNING OF PERIOD                                    |  | $                                | 10,000,521 |   |                                  | $ | 8,701,072 |  
|Net income                                                                |  |                                  | 317,736    |   |                                  |   | 76,245    |  
|Dividends                                                                 |  |                                  | (150,889   | ) |                                  |   | (195,150  | )
|                                                                          |  |                                  |            |   |                                  |   |           |  
|RETAINED EARNINGS, END OF PERIOD                                          |  | $                                | 10,167,368 |   |                                  | $ | 8,582,167 |  
|                                                                          |  |                                  |            |   |                                  |   |           |  
|Per share amounts                                                         |  |                                  |            |   |                                  |   |           |  
|Net income                                                                |  | $                                | 1.30       |   |                                  | $ | 0.25      |  
|                                                                          |  |                                  |            |   |                                  |   |           |  
|Dividends                                                                 |  | $                                | 0.65       |   |                                  | $ | 0.65      |  
|                                                                          |  |                                  |            |   |                                  |   |           |  
|Weighted average number of shares outstanding for the entire period       |  |                                  | 245,108    |   |                                  |   | 300,247   |  
|                                                                          |  |                                  |            |   |                                  |   |           |  



See the accompanying
notes to the unaudited condensed consolidated financial statements.



3



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AMERINST INSURANCE GROUP, LTD.



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                     |  |                                  |            |   |                                  |   |            |  
|---------------------------------------------------- |  | -------------------------------- | ---------- | - | -------------------------------- | - | ---------- | -
|                                                     |  | Three MonthsEnded March 31, 2005 |            |   | Three MonthsEnded March 31, 2004 |  
|OPERATING ACTIVITIES                                 |  |                                  |            |   |                                  |   |            |  
|Net Cash Provided by Operating Activities            |  | $                                | 1,419,403  |   |                                  | $ | 1,190,286  |  
|                                                     |  |                                  |            |   |                                  |   |            |  
|INVESTING ACTIVITIES                                 |  |                                  |            |   |                                  |   |            |  
|Purchases of investments                             |  |                                  | (8,058,935 | ) |                                  |   | (8,006,434 | )
|Proceeds from sales and maturities of investments    |  |                                  | 11,065,917 |   |                                  |   | 10,203,341 |  
|                                                     |  |                                  |            |   |                                  |   |            |  
|Net Cash Provided by (used in) Investing Activities  |  |                                  | 3,006,982  |   |                                  |   | 2,196,907  |  
|                                                     |  |                                  |            |   |                                  |   |            |  
|FINANCING ACTIVITIES                                 |  |                                  |            |   |                                  |   |            |  
|Purchase of treasury shares                          |  |                                  | (4,260,101 | ) |                                  |   | (28,579    | )
|Dividends paid                                       |  |                                  | (150,889   | ) |                                  |   | (3,678,536 | )
|                                                     |  |                                  |            |   |                                  |   |            |  
|Net Cash Used in Financing Activities                |  |                                  | (4,410,990 | ) |                                  |   | (3,707,115 | )
|                                                     |  |                                  |            |   |                                  |   |            |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |  | $                                | 15,395     |   |                                  | $ | (319,922   | )
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD       |  | $                                | 1,523,928  |   |                                  | $ | 2,180,042  |  
|                                                     |  |                                  |            |   |                                  |   |            |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD             |  | $                                | 1,539,323  |   |                                  | $ | 1,860,120  |  
|                                                     |  |                                  |            |   |                                  |   |            |  



See the accompanying
notes to the unaudited condensed consolidated financial statements.



4



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AMERINST INSURANCE GROUP, LTD.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

March 31, 2005



Basis of Presentation



The condensed consolidated financial statements included herein have been prepared by AmerInst Insurance Group, Ltd. (AmerInst) without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments consisting of normal recurring accruals, which are, in the opinion of management, necessary for a fair presentation of the results of
operations for the periods shown. These statements are condensed and do not incorporate all the information required under generally accepted accounting principles to be included in a full set of financial statements. It is suggested that these
condensed statements be read in conjunction with the consolidated financial statements at and for the year ended December 31, 2004 and notes thereto, included in AmerInsts annual report as of that date.



In September of 2004, the FASB issued FSP EITF Issue 03-1-1, which delayed
the effective date for the measurement and recognition guidance included in EITF Issue 03-1 related to other-than-temporary impairment until additional implementation guidance is provided. As a result of the delay, during the three month period
ended March 31, 2005, the Company continued to apply existing accounting literature for determining when a decline in fair value is other-than-temporary, including Staff Accounting Bulletin 59, Accounting for Non-current Marketable Equity
Securities, SFAS 115, and FASB Staff Implementation Guide to SFAS 115.



The Company continues to evaluate the impact of this new accounting standard on its process for determining other-than-temporary impairment of equity and fixed maturity securities, including the potential impacts from any revisions to the
original guidance issued. Adoption of this standard as originally issued may cause the Company to recognize impairment losses in the Consolidated Statements of Operations which would not have been recognized under the current guidance or to
recognize such losses in earlier periods, especially those due to increases in interest rates, and would likely also impact the recognition of investment income on impaired securities. Such an impact would likely increase earnings volatility in
future periods. However, since fluctuations in the fair value for available-for-sale securities are already recorded in Accumulated Other Comprehensive Income, adoption of this standard is not expected to have a significant impact on equity.



Tender Offer



On December 17, 2004, AmerInst, through its indirect wholly owned
subsidiary, AmerInst Investment Company, Ltd., commenced a modified Dutch auction self-tender offer for AmerInst shares. Pursuant to the tender offer, which expired on January 21, 2005, 65,959 shares were accepted for purchase at a price
of $60.00 per share, for a total purchase price of $4,224,941, including tender offer expenses of $267,401.



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Part I, Item 2



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



OVERVIEW



Unless otherwise indicated by the context, in this quarterly report we refer to AmerInst Insurance Group, Ltd. and its
subsidiaries as the Company, we or us. Also, unless otherwise indicated by the context, AmerInst means the parent company, AmerInst Insurance Group, Ltd.



Our primary purpose is to maintain an insurance company which is intended to
exert a stabilizing influence on the design, pricing and availability of accountants professional liability insurance. Historically, the sole business activity of our wholly owned insurance company subsidiary, AmerInst Insurance Company, Ltd.,
has been to act as a reinsurer of professional liability insurance policies that are issued under the Professional Liability Insurance Plan sponsored by the American Institute of Certified Public Accountants (AICPA). The AICPA plan offers
professional liability coverage to accounting firms in all 50 states. Currently approximately 24,000 accounting firms are insured under this plan. In 2003, we reinsured insurance written for attorneys professional liability. This participation
terminated on December 31, 2003. We continue to look for ways in which it may be advantageous to expand our business to include the reinsurance of lines of coverage other than accountants professional liability. Any such expansion may be
subject to our obtaining regulatory approvals.



Our reinsurance
activity depends upon agreements with outside parties. In August 1993 we began the current reinsurance relationship with CNA, taking a 10% participation of the first $1,000,000 of liability of each policy written under the plan. Effective in
December 1999, we began taking a 10% share of CNAs value plan business. The value plan provides for separate limits up to $1,000,000 for losses and separate limits up to $1,000,000 for expenses per occurrence and
$2,000,000 in the aggregate. Our maximum limits under the value plan are $2,000,000 per occurrence and $4,000,000 in the aggregate.



Third-party Managers and Service Providers



USA Risk Group (Bermuda) Ltd. provides the day-to-day services necessary for the administration of our business. Shareholder services are conducted by USA
Risk Group of Vermont, Inc., an affiliate of USA Risk Group (Bermuda) Ltd.



The Country Club Bank of Kansas City, Missouri, provides portfolio management of fixed-income securities and directs our investments pursuant to guidelines approved by us. Harris Associates, L.P., Harris Alternatives
Investment Group, and Northeast Investment Management, Inc. provide discretionary investment advice with respect to our equity investments.



Professional Liability Coverage.



The form of professional liability policy issued by CNA which we ultimately reinsure is a Professional Liability Company Indemnity Policy form. The
coverage provided under this policy is on a claims made basis, which means the policy covers only those losses resulting from claims asserted against the insured during the policy period. The insuring clause of the policy, which
indemnifies for losses caused by acts, errors or omissions in the insureds performance of professional accounting services for others, is in three parts:



Clause A indemnifies the accounting firm insured and, unless excluded by endorsements, any predecessor firms;



Clause B indemnifies any accountant or accounting firm while performing
professional accounting services under contract with the insured;



Clause C indemnifies any former or new partner, officer, director or employee of the firm or predecessor firms.



Depending on the insured, defense costs for the policies issued by CNA (and reinsured by us) are either within the policy limits or in addition to policy
limits. CNA charges additional premium to cover the cost of providing defense costs in addition to the policy limits under its value plan. Insureds under the value plan have separate limits for losses and defense costs. There are a few
states in which if the insured contests the settlement recommended by the insurer, those policies will only cover costs that do not exceed the lesser of the amount for which the claim could have been settled or the policy limits.



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OPERATIONS



Three months ended March 31, 2005 compared to three months ended March 31, 2004:



We recorded net income of $317,736 for the first quarter of 2005 compared to a net income of $76,245 for the same period of
2004. This improvement was due to an increase in our net premiums earned and a decrease in our recorded losses. Our earned premiums for the first quarter of 2005 were $2,164,916 compared to $2,049,150 for the first quarter of 2004, an increase of
5.6%. The increase in earned premiums was due to the timing of policies written under the current treaty compared to the same period in 2004. Net premiums written for the three months ended March 31, 2005 were $2,277,947, compared to $2,417,337 for
the first quarter of 2004, a decrease of $139,390 or 5.8%. The decrease in net premiums written was primarily attributable to an adjustment recorded in the first quarter for 2004 to include prior period additional premium not previously recorded.



Our loss ratio for the first quarter of 2005 was 70.0%,
compared to 79.9% for the same period of 2004. The loss ratio represents our managements current estimate of the effective loss rate selected in consultation with our independent consulting actuary. To determine total losses for the first
quarter of 2005, we multiplied an estimated loss ratio of 70% times the AICPA Professional Liability Insurance Plan net premiums earned. For the first quarter of 2004, to determine total losses we multiplied an estimated loss ratio of 80% times the
AICPA Professional Liability Insurance Plan current premiums earned and 75% times the attorneys professional liability plan net premiums earned. Our actual overall loss ratio for the year ended December 31, 2004 was 57.6%. The 70% loss ratio
applied to the AICPA Professional Liability Insurance Plan current premiums in 2005 is a decrease from the loss ratio of 80% for the comparable period of 2004 due to favorable loss trends.



7



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AMERINST INSURANCE GROUP, LTD.



OPERATIONS(Continued)



We expensed policy acquisition costs of $638,650 in the first quarter of 2005 compared to $594,772 for the same period of 2004, an increase of $43,878 or
7.4%. These costs were 29.5% and 29.0% of net premiums earned for the quarters ended March 31, 2005 and 2004, respectively. The increase in policy acquisition costs in 2004 is due to the increase in net premiums earned. Policy acquisition costs are
the sum of ceding commissions paid to ceding companies determined contractually pursuant to reinsurance agreements and federal excise taxes paid on premiums written to ceding companies.



We expensed operating and management expenses of $353,672 in the first quarter of 2005 compared to $266,620 for the same
period of 2004, an increase of $87,052 or 32.7%. The increase was primarily due to legal expenses incurred in the first quarter of 2005 compared to the same period of 2004.



We recorded net underwriting income (net premiums earned less the sum of loss and loss adjustment expenses and policy
acquisition costs) of $10,825 for the first quarter of 2005 compared to a net underwriting loss of $182,313 for the same period of 2004, an improvement of $193,138. The improvement was primarily due to an increase in net premiums earned and a
decrease in recorded losses resulting from using an estimated loss ratio of 70.0% (as a result of favorable loss development) for the first quarter of 2005 compared to an estimated loss ratio of 79.9% for the comparable period in 2004.



We recorded net investment income of $235,174 in the first quarter of 2005
compared to $428,003 for the same period of 2004, a decrease of $192,829 or 45.0%. A reason for the decrease was the sale of fixed income securities to fund the tender offer payments (described below under Financial Condition and
Liquidity), decreasing the potential interest earnings. Annualized investment yield, calculated as the net average amount of total investments divided by interest and dividend income was 1.8% for the first quarter of 2005, a decrease from the
3.2% yield earned in the first quarter of 2004. The decrease in investment yield was due to a reduction in interest received in the first quarter of 2005 compared to the same period of 2004. This is due to a general decrease in interest rates and
the shortening of the average duration of the fixed income portfolio in order to reduce the risk of principal loss in the expected future environment of rising interest rates. Sales of securities during the first quarter of 2005 resulted in realized
capital gains of $425,409, compared to gains of $97,175 in the first quarter of 2004. Gains recorded in the first quarter of 2005 primarily related to sales of equity securities. Proceeds of these sales were subsequently reinvested in other equity
securities.



8



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AMERINST INSURANCE GROUP, LTD.



FINANCIAL CONDITION AND LIQUIDITY



As of March 31, 2005, our total investments were $47,784,231, a decrease of $4,007,986 or 7.7% from $51,792,217 at December 31, 2004. The decrease was
primarily due to the sale of fixed income securities to fund the tender offer payments. Cash and cash equivalents balances increased from $1,523,928 at December 31, 2004 to $1,539,323 at March 31, 2005, an increase of $15,395, or 1.0%. The amount of
cash and cash equivalents varies depending on the maturities of fixed term investments and on the level of funds invested in money market mutual funds. The ratio of cash and total investments to total liabilities at March 31, 2005 was 1.43:1,
compared to a ratio of 1.58:1 at December 31, 2004.



Assumed
reinsurance premiums receivable are current assumed premiums receivable less commissions payable to the issuing carriers. This balance was $877,846 at December 31, 2004 and $423,294 at March 31, 2005. This balance fluctuates due to the timing of
renewal premiums written.



The Bermuda Monetary Authority
previously authorized the purchase of up to 15,000 of our shares by AmerInst Investment Company, Ltd. Such purchases are made through privately negotiated transactions and are in addition to our practice of purchasing the shares of individuals who
have died or retired from the practice of public accounting. Subsequently, the Authority authorized blanket permission for AmerInst Investment Company, Ltd. to purchase common shares without limit from individuals who have died or retired from the
practice of public accounting and on a negotiated case-by-case basis. Through May 2, 2005, AmerInst Investment Company, Ltd. had purchased in negotiated transactions at various prices 18,433 common shares for a total purchase price of $609,503. In
addition, through that date, AmerInst Investment Company, Ltd. had purchased 18,255 common shares from individuals who had died or retired for a total purchase price of $877,467. As a condition to the tender offer described below, the Authority
authorized the acquisition by AmerInst Investment Company, Ltd. of up to 20% of our outstanding shares.



On December 17, 2004, AmerInst, through its indirect wholly owned subsidiary, AmerInst Investment Company, Ltd., commenced a modified Dutch
auction self-tender offer for AmerInst shares. Pursuant to the tender offer, which expired on January 21, 2005, 65,959 shares were accepted for purchase at a price of $60.00 per share, for a total purchase price of $4,224,941, including tender
offer expenses of $267,401.



We paid our thirty-ninth
consecutive regular quarterly dividend of $0.65 per share during the first quarter of 2005. Since AmerInst began paying dividends in 1995, our original shareholders have received approximately $36.00 in cumulative dividends per share, which when
measured by a total rate of return calculation has resulted in an effective annual rate of return of approximately 9.3% from the inception of the Company based on a per share purchase price of $25.00 paid by the original shareholders, and using a
value of $60.00 per share as of March 31, 2005.



Critical Accounting
Policies



Liability for Loss and Loss Adjustment Expense Reserves



The Companys critical accounting policies are discussed
in the Managements Discussion and Analysis of the results of operations and financial condition contained in our Annual Report on Form 10-K dated March 31, 2005.



Forward-Looking Statements



Certain statements contained in this Form 10-Q, or otherwise made by our officers, including statements related to our future performance and our outlook
for our businesses and respective markets, projections, statements of our managements plans or objectives, forecasts of market trends and other matters, are forward-looking statements, and contain information relating to us that is based on
the beliefs of our management as well as assumptions made by, and information currently available to, our management. The words goal, anticipate, expect, believe and similar expressions as they relate
to us or our management, are intended to identify forward-looking statements. No assurance can be given that the results in any forward-looking statement will be achieved. For the forward-looking statements, we claim the protection of the safe
harbor for forward-looking statements provided for in the Private Securities Litigation Act of 1995. Such statements reflect our managements current views with respect to future events and are subject to certain risks, uncertainties and
assumptions that could cause actual results to differ materially from those reflected in any forward-looking statements. Factors that might cause such actual results to differ materially from those reflected in any forward-looking statements
include, but are not limited to (i) the occurrence of catastrophic events with a frequency or severity exceeding the Companys expectations; (ii) a decrease in the level of demand for reinsurance and or an increase in the supply of reinsurance
capacity; (iii) increased competitive pressures, including the consolidation and increased globalization of reinsurance providers; (iv) actual losses and loss expenses exceeding the Companys loss reserves, which are necessarily based on the
actuarial and statistical projections



9



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of ultimate losses; (v) changing rates of inflation and other economic conditions; (vi) changes in the legal or regulatory environments in which we operate;
and (vii) other risks including those risks identified in any of our other filings with the Securities and Exchange Commission. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with
other cautionary statements that are included herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our managements analysis only as of the date they are made. We undertake no obligation
to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.



Available Information



AmerInsts internet website address is www.amerinst.bm. Our annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website as soon as reasonably practicable after they are
electronically filed with, or furnished to, the Securities and Exchange Commission.



10



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AMERINST INSURANCE GROUP, LTD.



Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Inflation



We do not believe our operations have been materially affected by inflation. The potential adverse impacts of inflation include: (a) a decline in the
market value of our fixed term investment portfolio; (b) an increase in the ultimate cost of settling claims which remain unresolved for a significant period of time; and (c) an increase in our operating expenses. However, we generally hold our
fixed term investments to maturity and currently believe that the yield is adequate to compensate us for the risk of inflation. In addition, we expect that any increase from inflation in the ultimate cost of settling unpaid claims will be offset by
investment income earned during the period when the claim is outstanding. Finally, the increase in operating expenses resulting from inflation should generally be matched by similar inflationary increases in the premium rates.



Market Sensitive Instruments



Market risk generally represents the risk of loss that may result from
potential change in the value of a financial instrument due to a variety of market conditions. Our exposure to market risk is generally limited to potential losses arising from changes in the level of interest rates on market values of fixed term
holdings and changes in the market values of equity securities. We do not hold or issue derivative financial instruments for either trading or hedging purposes.



(a) Interest Rate Risk.



Interest rate risk results from our holdings in interest-rate-sensitive instruments. We are exposed to potential losses arising from changes in the level
of interest rates on fixed rate instruments that we hold. We are also exposed to credit spread risk resulting from possible changes in the issuers credit rating. To manage our exposure to interest rate risk we attempt to select investments
with characteristics that match the characteristics of our related insurance liabilities. Additionally, we generally only invest in higher-grade interest bearing instruments.



(b) Foreign Exchange Risk.



We only invest in U.S. dollar denominated financial instruments and do not have any exposure to foreign exchange risk.



(c) Equity Price Risk



Equity price risk arises from fluctuations in the value of securities held.
We invest in equity securities in order to diversify our investment portfolio, which our management believes will assist us in achieving our goal of long-term growth of capital and surplus. Our management has adopted investment guidelines that set
out rate of return and asset allocation targets, as well as degree of risk and equity investment restrictions to minimize exposure to material risk from changes in equity prices.



The table below provides information about our investments available for sale that were sensitive to changes in interest
rates at March 31, 2005 and December 31, 2004 respectively.



|                                       |  |                               |            |                               |   |           
|-------------------------------------- |  | ----------------------------- | ---------- | ----------------------------- | - | ----------
|                                       |  | EstimatedFair Value03/31/2005 |            | EstimatedFair Value12/31/2004
|Fixed Income Portfolio                 |  |                               |            |                               |   |           
|Due in one year or less                |  | $                             | 3,746,930  |                               | $ | 2,264,181 
|Due after one year through five years  |  |                               | 2,444,607  |                               |   | 3,995,323 
|Due after five years through ten years |  |                               | 0          |                               |   | 0         
|Due after ten years                    |  |                               | 0          |                               |   | 0         
|                                       |  |                               |            |                               |   |           
|Sub-total                              |  | $                             | 6,191,537  |                               | $ | 6,259,504 
|Mortgage backed securities             |  | $                             | 20,838,357 |                               | $ | 24,237,946
|                                       |  |                               |            |                               |   |           
|Total                                  |  | $                             | 27,029,894 |                               | $ | 30,497,450
|                                       |  |                               |            |                               |   |           



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AMERINST INSURANCE GROUP, LTD.



Item 4. CONTROLS AND PROCEDURES



As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 under the Securities Exchange Act of 1934, as
amended. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that all material information required to be filed in this quarterly report
has been made known to them in a timely fashion. There has been no change in our internal control over financial reporting identified in that evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.



Part II.OTHER INFORMATION



Item 1. Legal Proceedings.



The Company is not a party to any material legal
proceedings.



Item 2. Changes in Securities, Use of Proceeds and Issuer
Purchase of Equity Securities



(a)  (b) None



(c) From time to time, the Company has repurchased shares of
its common stock from individual shareholders who have died or retired from the practice of accounting. Through May 2, 2005, the Company had repurchased 18,255 common shares pursuant to such program. No shares were purchased under this program
during the three months ended March 31, 2005.



From time to
time, the Company has also purchased common shares in privately negotiated transactions. Through May 2, 2005, the Company had repurchased 18,433 common shares in such privately negotiated transactions.



On December 17, 2004, AmerInst, through its indirect wholly owned subsidiary,
AmerInst Investment Company, Ltd., commenced a modified Dutch auction self-tender offer for AmerInst shares. Pursuant to the tender offer, which expired on January 21, 2005, 65,959 shares were accepted for purchase at a price of $60.00
per share, for a total purchase price of $4,224,941, including tender offer expenses of $267,401.



The following table shows information relating to the repurchase of common shares pursuant to the self-tender offer and the program described above during
the three month period ended March 31, 2005:



|              |  |                                 |  |                             |       |                                                                              |        |                                                                             |    
|------------- |  | ------------------------------- |  | --------------------------- | ----- | ---------------------------------------------------------------------------- | ------ | --------------------------------------------------------------------------- | ---
|              |  | Total Number of SharesPurchased |  | AveragePrice Paid Per Share |       | Total Number of SharesPurchased asPart of Publicly AnnouncedPlans or Program |        | Maximum Number of SharesThat May Yet Be Purchased Underthe Plans or Program
|January 2005  |  | 65,959                          |  | $                           | 60.00 |                                                                              | 65,959 |                                                                             | N/A
|February 2005 |  |                                |  |                             |      |                                                                              |       |                                                                             | N/A
|March 2005    |  | 586                             |  | $                           | 60.00 |                                                                              | 586    |                                                                             | N/A
|Total         |  | 66,545                          |  | $                           | 60.00 |                                                                              | 66,545 |                                                                             | N/A



Item 6. Exhibits



(a) Exhibits



See Index to Exhibits immediately following the signature page.



12



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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.



|                    |  |     |  |                                             |  |                                                                                                                                                 
|------------------- |  | --- |  | ------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|Dated: May 13, 2005 |  |     |  | AMERINST INSURANCE GROUP, LTD. (Registrant)
|                    |  |     | 
|                    |  |     |  | By:                                         |  | /s/ STUART H. GRAYSTON                                                                                                                          
|                    |  |     |  |                                             |  | Stuart H. Grayston (President and chief executive
officer, duly authorized to sign this Report in such capacity and on behalf of the Registrant)
|                    |  |     | 
|                    |  | And |  | By:                                         |  | /s/ MURRAY NICOL                                                                                                                                
|                    |  |     |  |                                             |  | Murray Nicol (Vice President and chief financial
officer, duly authorized to sign this Report in such capacity and on behalf of the Registrant) 



13



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AMERINST INSURANCE GROUP, LTD.



INDEX TO EXHIBITS



Filed with the Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2005



|              |  |                                                                                                                                      
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                          
|31.1          |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                             
|              | 
|31.2          |  | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                             
|              | 
|32.1          |  | Certification of Stuart Grayston pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|              | 
|32.2          |  | Certification of Murray Nicol pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.   



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