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October 5, 2022

VIA EDGAR

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Argo Group International Holdings,
                                            Ltd.

Form 10-K for Fiscal Year Ended December
31, 2020

Filed March 15, 2021

File No. 001-15259

Dear Division of Corporation Finance:

Please find below the responses of Argo Group
International Holdings, Ltd. (the “Company”) to comments of the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) contained in your comment letter dated December 17, 2021.  This letter amends
and restates our previous response filed on January 24, 2022, and includes additional information based on discussions held with the
Staff.

For your convenience in reviewing our response,
we have repeated each comment and presented our response thereto.

Comment

Form 10-K filed March 15, 2021

Note 2. Revisions of Previously Issued Financial
Statements, page F-17.

    1.
    We note your disclosure that you identified
    certain immaterial errors in your historical financial statements primarily related to the accounting for (1) foreign currency exchange
    gains and losses associated with a specific reinsurance contract and (2) errors in the Company’s tax provision primarily related
    to the Company’s allocation of certain corporate-level expenses to your subsidiary companies, as well as other previously identified
    immaterial errors. We further note your disclosure that you concluded that although these errors were not material to the previously
    issued financial statements, however, correcting the cumulative effect of the errors in 2020 would materially misstate the 2020 consolidated
    financial statements, and therefore you have revised your historical financial statements to correct for these immaterial errors.
    In light of the nature of the errors and their quantitative significance to the adjusted financial statements presented, including,
    for instance income tax provision, net income (loss) and earnings per share for certain of the revised periods, please provide us
    with your analysis considering the guidance in Staff Accounting Bulletin No. 99. In your response please discuss how you evaluated
    the total mix of information, taking into account both quantitative and qualitative factors considered, when determining materiality
    of the error to investors and other users.

Office of
Finance

October 5,
2022

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Response

During the preparation
of the Company’s 2020 Consolidated Financial Statements (“2020 Financial Statements”), the Company identified errors
in the following areas: intercompany transactions, such as foreign currency exchange gains and losses associated with a specific reinsurance
contract, and income tax errors related to the allocation of certain corporate-level expenses to our subsidiary companies, the accounting
for federal and state income taxes including the tax implications of certain intercompany transactions, the completeness and accuracy
of information used in recording deferred tax balances, and the timeliness of analyses of income tax accounting. As disclosed in Note
2 to the Company's Consolidated Financial Statements included in the Annual Report on 2020 Form 10-K (“2020 Form 10-K”),
the Company analyzed the materiality of the errors, both individually and in the aggregate, that were identified when preparing its 2020
Form 10-K in accordance with the guidance provided in Staff Accounting Bulletin No. 99 Topic 1M (“SAB No. 99”) and Staff
Accounting Bulletin No. 108 Topic 1N (“SAB No. 108”). Based on this analysis, the Company concluded that the cumulative effect
of these errors would be material to the Company’s 2020 Financial Statements if not corrected, but were not material to the Company's
previously issued financial statements for the periods ending December 31, 2018 and 2019, respectively (referred to herein as the “2018
Financial Statements” and “2019 Financial Statements,” respectively) or the related quarterly financial statements
included in Form 10-Qs filed during those periods. Specifically, the Company determined the cumulative impact of the errors identified
for the 2020 Financial Statements was $12.3 million or 72% of the fourth quarter 2020 Net Loss. Management determined that a reasonable
investor would find both the dollar value impact and the percentage impact of the errors to the Company’s 2020 Financial Statements
material.

Further, the Company concluded that the impact
of the errors on Pre-Tax Income, Tax Provision (Benefit), Net Income (Loss) and Total Shareholders’ Equity were not material to
the 2018 or 2019 Financial Statements. This conclusion was based on an assessment of the total mix of information, taking into account
both quantitative and qualitative factors, as provided for in SAB No. 99 and as further described below.

In support of this conclusion, the graphs below
illustrate the impact of the errors on Pre-Tax Income, Income Tax (Benefit) Provision, Net Income and Total Shareholders’ Equity
for each of the quarters impacted for the prior three years. The graphs show that the impact on these income statement line items is
not significant and, more importantly, that the impact of the errors has not materially altered any trends associated with these financial
metrics.

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Finance

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Finance

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The Company respectfully believes that reasonable
investors focus on changes to Net Income (Loss) and understand that small changes in net income could have a more significant impact
on earnings per share (“EPS”) and would therefore not assess the impact of a change in EPS independently of changes in Net
Income (Loss). This is particularly true when operating at or near break-even Net Income (Loss) as EPS is a function of Net Income (Loss)
over the outstanding number of common shares. Small changes in Net Income (Loss) can have a correspondingly large impact on EPS, in percentage
terms.

In addition, the Company’s dividends have
not historically followed its EPS and therefore EPS is not considered an indicator of future dividends especially given the volatility
of EPS during the prior three years. The dividend per common share in 2018 was $1.08 for the full year and $1.24 for each of the full
years 2019 and 2020.

An additional metric used by the Company to determine
the materiality of an error is Net Income (Loss) Attributable to Common Shareholders.  This metric was applicable only from Q3 2020
when the Company paid dividends on preference shares which were issued during the third quarter of 2020.  Considering the Company
did not issue preferred shares until September 2020, this metric does not apply to all prior periods assessed in our response.
With regards to the third and fourth quarter of 2020, since the Company had already reported a Net Loss, the Net Loss per Common Shareholder
was a larger loss due to the payment of the preference share dividends.  As such, the identified errors would represent a smaller
percentage of Net Loss per Common Shareholder than Net Loss.  As such, the Company has focused its analyses on Net Income (Loss)
for all periods.

The Company also reviewed
the impact of the errors on variable compensation for its named executive officers (“NEOs”) and determined that there was
no impact for 2020 and 2019. For 2018, correcting for the errors would have resulted in approximately a $35,000 decrease in the aggregate
variable compensation for all of the NEOs taken together which was not considered significant. Further analysis of the impact on NEO’s
compensation and a summary of the Company’s Clawback policy appears further below.

Identification of Errors

A detailed description,
including the financial impact, of the income statement errors identified during the preparation of the Company’s 2020 Consolidated
Financial Statements is set forth below:

 1. Foreign Currency Exchange Gains (Losses)
                                            – Management identified errors related to the recording of foreign exchange gains
                                            and losses associated with an intercompany reinsurance agreement between the Company’s
                                            UK and Bermuda entities. As a result, the consolidated income statement for the Company contained
                                            a foreign exchange impact from intercompany transactions that was not appropriately eliminated.
                                            These errors extended back to 2014 and related to a single intercompany reinsurance contract.

A detailed
schedule of the financial impact of these errors, and the financial period they impacted, appears below. The aggregate impact of foreign
exchange errors from 2014 through 2017 was $4.9 million with the largest impact being $4.4 million in 2015. The cumulative effect of
these errors was reflected in the 2020 Form 10-K in opening retained earnings as of January 1, 2018.

 2. Income Tax Provision (Benefit)
                                            – Errors on income tax accounting primarily related to the following topics:

 ● Allocation
                                            of Corporate-Level Expenses – During the 2020 year-end audit of the Company’s
                                            financial statements, the Company’s independent auditors identified areas where corporate
                                            expense allocations were not aligned with the Company’s intercompany expense allocation
                                            methodology. The result was that certain expenses which should have been recharged to other
                                            subsidiaries were not recharged and were retained in the U.S. These errors resulted in the
                                            incorrect tax provision for the U.S. subsidiary companies’ financial statements. Errors
                                            were identified in all years going back to 2014.

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Finance

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 ● Accounting
                                            for Federal and State taxes, including the tax implications of certain intercompany transactions
                                            – During 2020, the Company amended previously filed tax returns for certain U.S.
                                            subsidiaries due mainly to errors associated with intercompany expense allocations. To reflect
                                            these amended tax returns, the Company updated its tax provision for the impacted financial
                                            statement periods. Errors were identified in all years going back to 2014.

 ● Recording
                                            of Deferred Taxes – During the 2020 year-end audit of the Company’s financial
                                            statements, the Company’s independent auditors also identified certain errors related
                                            to deferred taxes. Subsequently, the Company reviewed the inception-to-date deferred tax
                                            inventory and identified items that were not supportable in accordance with ASC 740, Income
                                            Taxes. Errors were identified in all years going back to 2018.

A detailed
schedule of the financial impact of the errors identified above, and the financial period they impacted, appears below. The aggregate
impact of income tax provision (benefit) related to errors from 2014 through 2017 was $1.4 million with the largest impact being $2.6
million in 2016. The cumulative effect of these errors was reflected in the 2020 Form 10-K in opening retained earnings as of January
1, 2018.

 3. Other Adjustments Gain (Loss)
                                            – This line item includes a number of adjustments that are immaterial individually
                                            and in the aggregate with the largest income statement impact from an individual error related
                                            to the change in fair value of equity securities of $1.7 million. Other adjustments impacting
                                            the income statement included changes in earned premiums, investment income, underwriting,
                                            acquisition and insurance expenses, and interest expense. The primary drivers of these other
                                            adjustments related to:

 ● Financial
                                            Close Cut-off (all periods) – The Company closes its underwriting and claims systems
                                            for its Lloyd’s Syndicate operations before the balance sheet date. The Company performs
                                            a roll forward assessment at the end of the accounting quarter to ensure any material items
                                            identified during the quarter are accounted for. However, where there are no material items
                                            or other transactional items, these premium and loss related adjustments are reflected in
                                            the next reporting period. This is a common industry practice resulting in an immaterial
                                            impact to both the balance sheet and income statement.

 ● Intercompany
                                            balances (2018 only) – The Company corrected an elimination error related to intercompany
                                            ceding commissions for 2018.

Prior to 2018,
the impact of the errors was $0.5 million and only related to 2017. The cumulative effect of these errors was reflected in the 2020 Form
10-K in opening retained earnings as of January 1, 2018.

The table below provides
a breakout of the errors for 2018 and 2019, and for the quarters in 2020. A more detailed assessment of materiality for each of these
items, including the percentage impact of these errors on the individual balance sheet and income statement financial statement line
items, is included later in this letter.

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Finance

October 5,
2022

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    Impact

    Income Statement
    Line Item ($) (in millions)
    2018
    2019
    2020
    (Q1)
    2020
    (Q2)
    2020
    (Q3)
    2020
    (YTD)

    Foreign Exchange (Gain) Loss
      4.0
      (0.2 )
      3.9
      (2.1 )
      (3.2 )
      (1.4 )

    Income Tax Provision (Benefit):

    Change in the tax provision due to incorrect
    corporate expense allocations
      0.5
      0.9
      (0.0 )
      (0.0 )
      (0.9 )
      (0.9 )

    Change in the tax provision related to
    amended federal and state tax returns
      4.4
      1.4
      (0.0 )
      (0.0 )
      (2.7 )
      (2.7 )

    Change in deferred taxes
      (5.0 )
      3.2
      1.8
      (0.8 )
      (0.0 )
      1.0

    Total change in the Income Tax Provision
    (Benefit)
      (0.1 )
      5.5
      1.8
      (0.8 )
      (3.6 )
      (2.6 )

    Other Adjustments Gain (Loss)*
      (2.7 )
      (0.4 )
      (0.2 )
      (1.9 )
      (0.3 )
      (2.4 )

    Net
    Income (Loss)
      (6.6 )
      (5.7 )
      (5.9 )
      1.0
      6.5
      1.6

*Other
Adjustments, as described above, include changes in earned premiums, investment income, realized investment gains and losses, underwriting,
acquisition and insurance expenses and interest expense. A more detailed assessment of materiality for each of these errors, by financial
statement line item, is set out below.

The Company’s Approach to Evaluating