SecProbe.io

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      January 6, 2005

Via Facsimile (212) 682-6104 and U.S. Mail

Donald L. Gellert
Otterbourg, Steindler, Houston & Rosen, PC
230 Park Avenue
New York, New York 10169-0075

Re:	LaSalle Re Holdings Limited
	Schedule TO-T filed December 23, 2004
	SEC File No. 5-46709

Dear Mr. Gellert:

We have reviewed the tender offer statement referenced above and
have
the following comments. All defined terms have the same meaning as
in
your offer materials.

Schedule TO-T

1. The disclosure in the Offer to Purchase indicates that LaSalle
Cover Company, LCC is a newly-formed entity created solely to
engage
in this tender offer. Rule 14d-1(g)(2) defines the term "bidder"
as
any person who makes a tender offer or "on whose behalf a tender
offer is made." Thus, the bidder concept encompasses persons or
entities other than the actual purchaser of securities in a tender
offer. Where an entity has no independent operations and has been
created with the sole purchase of affecting a tender offer, we
look
beyond the named bidder to those "on whose behalf" the offer is
being
made. See "Identifying the Bidder in a Tender Offer" in Section
II.D.2 of the "Current Issues and Rulemaking Projects" outline
(November 200) available on our Web site at www.sec.gov. For the
reasons discussed in that outline, we believe you must add
additional
persons or entities as bidders in this offer. Some individuals and
entities who we believe should be included as bidders are: Costa
Brava Partnership III, LP, White Bay Capital Management LLC, Seth
W.
Hamot, Roark, Reardon & Hamot and Andrew R. Siegel. Control
persons
of these entities may also be required bidders, depending on the
analyses outlined above. Since each bidder must individually
satisfy
the disclosure, filing and dissemination requirements of Schedule
TO
and Regulation 14D, adding new bidders may require you to extend
the
Offer and

disseminate new offering materials, depending on the materiality
of
the new disclosure you provide. Please note that, to the extent
applicable, you should also comply with the comments below as to
any
new bidders.

2. See comment 1 above. Be aware that adding additional bidders on
the Schedule TO may also trigger new disclosure requirements under
General Instruction C to that Schedule. Please supplementally
confirm
that as to any new bidders added in response to comment 1 above,
you
have provided all of the necessary disclosure under General
Instruction C.

3. We believe that financial statements for LaSalle Cover Company,
LLC are required pursuant to Item 10 of Schedule TO. Instruction 3
to
that Item states that financial statements are not considered
material when (a) the offer consideration consists solely of cash;
(b) the offer is not subject to a financing condition; and either
(c)
the offeror is a public reporting company that files periodic
reports
via EDGAR or (d) the offer is for all outstanding securities of
the
subject class. Here, LaSalle Cover Company is not public, nor is
the
offer for all of the outstanding preferred shares. Therefore,
please
revise to include financial statements for all bidders in the
tender
offer, including those you may add in response to these comments.

4. Please advise how you have disseminated these offer materials.
We
note disclosure in the filing that raises concerns about the
adequacy
of the method of dissemination. Your response to this comment
should
address how you have disseminated the offer materials, and what
steps
you have taken to ensure the adequacy of the means of
dissemination
pursuant to Rule 14d-4 and 14d-5. In this regard, have you
published
a summary advertisement? See Rule 14d-4(a)(2)(i). Note that we
have
expressed the view that simply distributing the offer materials
through DTC is inappropriate even in an unregistered offering. See
"Commission Guidance on Mini Tender Offers and Limited Partnership
Tender Offers," Exchange Act Release No. 43069 (July 24, 2000).
Where
the offer is subject to Regulation 14D, the acceptable methods of
dissemination are set forth in Rule 14d-4.

Offer to Purchase - General

5. We have certain concerns with the fundamental structure of your
offer. The following represent some major potential problems with
your offer structure that should be addressed promptly:

* You state that you may elect to provide a subsequent offering
period. However, Rule 14d-11(b) does not permit a subsequent
offering
period in a partial offer. Please revise the Offer to Purchase to
remove all references to a subsequent offering period.

* The offer is essentially being made to shareholders who hold in
"street name" only because you reserve the right to reject tenders
made by anyone else. However, Rule 14d-10(a)(1) requires the offer
to
be made to all holders of the subject class of securities,
regardless
of how those securities are held. Please revise. In this regard,
please discuss supplementally, with a view toward additional
disclosure the process by which you must obtain approval for the
transfer of Shares under Bermuda law.

* If the offer is oversubscribed, tenders will be "divided" into
two
groups: (i) Shares held of record by CEDE & Co., nominee for DTC,
"or
another nominee acceptable to LCC" and (ii) other "Non-Street Name
Shares." If these two groups will be treated differently with
respect
to pro-ration, such treatment would appear to violate Rule 14d-8.
Please advise or revise. In addition, you should identify the
other
nominees who are acceptable to LCC.

Summary Term Sheet Page 1

6. We note that you will pay soliciting brokers and dealers a
$0.15
per share fee for securities tendered into the offer. Note that we
object under Rule 14d-10(a)(2) to fees paid under such
circumstances
for Shares held in the broker or dealers own account. Please
confirm
that you will not pay fees under those circumstances, and explain
supplementally how you will ensure that Shares tendered are not so
held.

7. LaSalle Re Holdings Limited is in currently in liquidation, and
the Shares include a $25 liquidation preference and accumulated
and
unpaid dividends of $4.92 per share. It would seem therefore that
these attributes of the Shares are at least as important a measure
of
value as the very limited trading market for the Shares. The
implications of tendering, and foregoing these potential payments
upon liquidation, should be fully and prominently disclosed
throughout the offer materials.

8. See our last comment. In several places in the Offer to
Purchase
and your December 23, 2004 press release, you quote language from
the
Company`s Form 10- for the quarter ended June 30, 2003 that it is
unlikely that any holders of the Shares will receive any return on
their investment in the near term, if at all. It is unclear
however,
if this statement was made in contemplation of a liquidation of
the
Company. Please discuss supplementally, with a view toward
additional
disclosure.

Who is offering to buy my securities? Page 2

9. Include here a brief summary of the background information
about
LCC that you include later in the Offer to Purchase. Of course,
you
should also describe any new bidders that you add in response to
comment 1 above.

What is the purpose of the Offer? Page 2

10. This section does not appear to satisfy the requirements of
Item
1006(a) of Regulation M-A. For example, you don`t discuss your
attempted purchase of a subsidiary of the Company, and how this
Offer
will affect your efforts in that regard. In addition, you fail to
reference the liquidation, and how it will impact you as a
purchaser
in this Offer. That is, are you hoping to receive a payment upon
liquidation of the Company? Please expand to more fully discuss
why
you are making this Offer.

Section 2. Acceptance for Payment and Payment - Page 11

11. Refer to the last paragraph in this Section. See comment 1
above.
Note that if you assign the right to purchase Shares in this
Offer,
the entity or person to whom such right is assigned must be
included
as a bidder in this Offer. Please confirm your understanding
supplementally.

Section 10. Effect of the Offer on the Market for Shares - Page 24

12. Your discussion of deregistration should note that
consummation
of the Offer may reduce the number of holders of the Shares, and
may
therefore make it more likely that they may be deregistered.

13. If applicable, discuss the effect of the consummation of the
Offer on the bankruptcy or liquidation proceedings.

Section 12. Certain Conditions of the Offer - Page 25

14. Offer conditions are acceptable so long as they are
objectively
verifiable and outside of the control of the bidder. Delete the
reference to "regardless of the circumstances giving rise to such
conditions" as it implies that you may assert the failure of a
condition despite your intentional actions or inactions that cause
the condition to be "triggered."

Section 13. Certain Legal Matters; Required Regulatory Approvals,
page 26

15. In this appropriately titled Section, please summarize the
Bermudan laws and regulations applicable to the Offer, including
to
the transfer of Shares purchased. To the extent applicable,
describe
the approvals you need, how you get them, the applicable time
frame
and what you have done so far (if anything) to obtain any required
approvals. You should also discuss the consequences of failure to
obtain such approvals.

Section 14. Dividends and Distributions - Page 27

16. You state that you reserve the right to reduce the Offer
consideration "in LCC`s sole discretion" by the amount of any non-
cash dividends or other distributions received by tendering
shareholders. Please be advised that in our view, such a change in
the Offer price would generally require that at least ten days
remain
in the Offer from the time that you disseminate information about
the
change to shareholders. Please confirm your understanding
supplementally.

Closing Comments
Please revise your Offer materials to comply with the comments
above.
If you do not agree with a comment, tell us why in a supplemental
response letter that you should file via EDGAR as correspondence
with
your revised proxy statement. The letter should note the location
in
your amended disclosure document of changes made in response to
each
comment or otherwise.

In connection with responding to our comments, please provide a
written statement from LCC acknowledging that:

* LCC is responsible for the adequacy and accuracy of the
disclosure
in the filing;

* 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

* LCC 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.

Note that because of the extensive nature of the comments above,
and
the substance of those comments, we believe you must disseminate
revised offer materials in a manner consistent with Regulation
14D.
We may have additional comments after reviewing your amendment.
Please do not hesitate to do so at (202) 942-1773.

Sincerely,

Christina Chalk
Special Counsel
Office of Mergers and Acquisitions
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Donald L. Gellert, Esq.
January 6, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

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