SecProbe.io

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Mail Stop 3-09

									October 15, 2004

John G. Pasqualetto
Chairman, President, and Chief Executive Officer
SeaBright Insurance Holdings, Inc.
2101 4th Avenue, Suite 1600
Seattle, WA 98121

Re:	SeaBright Insurance Holdings, Inc.
	Registration Statement on Form S-1
	File Number 333-119111

Dear Mr. Pasqualetto:

	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.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.

FORM S-1

General

1. Please provide us proofs of all graphic, visual, or photographic
information you will provide in the printed prospectus prior to its
use, for example in a preliminary prospectus.  Please note we may
have comments regarding these materials.

2. Please complete all of the non-pricing blank sections of your
filing prior to filing the next amendment.

3. Please note that when you file a pre-effective amendment
containing pricing-related information, we may have additional
comments.  As you are likely aware, you must file this amendment
prior to circulating the prospectus.

4. Please note that when you file a pre-effective amendment that
includes your price range, it must be bona fide.  We interpret this
to mean that your range may not exceed $2 if you price below $20 and
10% if you price above $20.

5. Please note that where we provide examples to illustrate what we
mean by our comments, they are examples and not complete lists.  If
our comments are applicable to portions of the filing that we have
not cited as examples, please make the appropriate changes in
accordance with our comments.

Table of Contents

6. You should retain only the Table of Contents on this page.  All
other information should be disclosed after the Risk Factors section.

Note On Forward-Looking Statements

7. Please relocate the section entitled "Note on Forward-Looking
Statements" so that it appears after the risk factors section.

8. Please delete the statement that "[a]ll subsequent written and
oral forward-looking statements attributable to us or individuals
acting on our behalf are expressly qualified in their entirety by
this paragraph."  This statement may appear to be a disclaimer of
responsibility for the statements contained in your filing.  It
should be sufficient to state that actual results could differ
materially from the forward-looking statements

Prospectus Summary, page 1

9. Please provide us with a marked copy of the A.M. Best Company
report supporting your statement regarding your subsidiary, SeaBright
Insurance Company.

10. Please eliminate jargon and technical terms from the prospectus
and provide a "Plain English" explanation or substitute.  For
example, these words and phrases appear in your summary or risk
factors sections:

* "claim severity"
* "severity trend"
* "commutation agreement"
* "ceded reinsurance"
* "dislocation"
* "run off plan"

11. The company should not rely upon a glossary of defined terms.
Please eliminate the glossary key by substituting non-technical terms
for defined terms to the extent you can throughout the prospectus or
explaining these terms in plain English the first time they appear in
the prospectus.  Please refer to Item 421 of Regulation C.

12. Does the company have actual or pending patents or trademarks for
its proprietary analytical tools?  If so, this information should be
disclosed.  If not, please clarify or use a substitute for the word
proprietary.  (page 3)

13. Please clarify how you calculated the $8.4 billion in net
premiums, as the potential market size for the company.  Although you
have broken out this figure by the type of market, how did you
calculate this amount?  Cite any sources you relied upon, and provide
us with marked copies of these sources.  (page 4)

14. Under "The Acquisition" please briefly expand the disclosure to
state not only what you received when you did the buyout and the
acquisition of KEIC but also disclose the cost of the buyout
including the acquisition of KEIC .  The disclosure should include
all forms of consideration including the type and amount of equity
and debt issued by the company.  (page 5)

15. Under "Corporate Structure" please briefly describe the business
of the two subsidiaries.  (page 6)

Risk Factors

General, page 10

16. Please refer to your statement in the introductory paragraph
under "Risk Factors" please delete the third sentence beginning with
"[a]dditional risks not presently known to us."  You must disclose
all risks that you believe are material at this time.
17. Please revise the risk factors where appropriate to replace
generic language with specific disclosure of exactly how these risks
have affected and will affect your operations, financial condition or
business, and if practicable to quantify, the specific and immediate
effects to investors of each risk that you have identified.  For
example, you use general phrases such as "materially adversely
affected" throughout the risk factor section.  These generic phrases
are subject to varying interpretations and, therefore, do not
adequately explain the risk or concern to which you refer.

Our geographic concentration ties our performance to the business
..., page 10

18. Please revise to describe how unfavorable business, economic or
regulatory conditions have impacted your business in the past.  To
the extent practicable, please quantify.  For example, claims
resulting from tsunamis, earthquakes or hurricanes.

If we are unable to obtain or collect on ceded reinsurance ..., page
10

19. Please disclose what percentage of your business you reinsure.
If 100% of your policies are reinsured, so state.

20. Please disclose problems the company has experienced from the
failure of a reinsurer to pay in full and in a timely manner any
material claims the company has presented to them, if applicable.
Additionally, please disclose the nature of any current difficulties
you are experiencing regarding the enforcement of your rights to
receive payment under reinsurance agreements.

21. Please expand to discuss what the company would do in the event
that a reinsurer cancels its participation on new business.  For
example, approximately how many companies could provide you with
reinsurance services in the volume you require?  Disclose the
difficulties you would likely encounter in finding and negotiating an
agreement for reinsurance from another source.

22. If an inability to qualify for reinsurance has adversely affected
your business in the past, please discuss the specific situation.

The insurance business is subject to extensive regulation ..., page
11

23. To the extent any of the types of regulations identified in the
bullet points has materially affected your business in the past,
please discuss the situation and its consequences.  Also, please
identify and discuss the material risks presented by the other
regulations you identified.  For example, California`s workers`
compensation legislation.

A downgrade in the A.M. Best rating of our insurance ..., page 12

24. Please discuss if the company has received any communications
from A.M. Best related to whether your insurance subsidiary may be
downgraded or on a credit watch for possible downgrading.

Intense competition could adversely affect our ability to sell ...,
page 12

25. To the extent known or easily obtainable, please identify your
principal competitors` share of the market.

We could be adversely affected by the loss of one or more ..., page
13

26. To the extent that you have experienced difficulties attracting
and retaining key personnel, please revise to discuss these
difficulties.

We rely on independent insurance brokers ..., page 14

27. To the extent the company has experienced difficulties in
recruiting or hiring qualified independent insurance brokers, revise
to discuss these difficulties.

28. Please also explain that the agents may promote products offered
by companies that offer a larger variety of products.

In the event LMC is placed into receivership ..., page 15

29. Please include a brief discussion of LMC under "Our Challenges"
in the Prospectus Summary.  Additionally, please include a discussion
of this factor in the MD&A section as an uncertainty that could
affect future results.

30. Please revise this risk factor in its entirety.  As is currently
written, this risk factor is convoluted and difficult to read,
particularly, bullet points 3 and 4.  Additionally, please clearly
define LMC and its relation with the company.  Also, please describe
what is collateralized in the collateralized reinsurance trust.

Our results of operations and revenues may fluctuate ..., page 16

31. Please revise to describe the current phase in the cycle and how
it is affecting your operations and profitability.  Compare current
conditions with conditions previously.  If you believe your
profitability has in the past been adversely affected by negative
developments and cyclical changes in the industry, please provide
appropriate disclosure.

Future sales of shares of our common stock my affect ..., page 17

32. Please state how many shares are subject to the 180-day lock-up
agreements.

Public investors will suffer immediate and substantial dilution ...,
page 18

33. Please revise this risk factor to explain that investors who
purchase shares will:

* Pay a price per share that substantially exceeds the value of your
assets after subtracting its liabilities; and

* Contribute ___% of the total amount to fund the company but will
own only ___% of the shares outstanding.

The Acquisition, page 20

34. Please revise the text under "Arrangements to Minimize Exposure"
using plain English to clearly and concisely explain the agreements.
Although, included as exhibits to the prospectus, please clearly
explain the material terms of these agreements and what potential
liability exists to the company.

35. Please include a discussion of what types of products and
services KEIC and LMC offered prior to the MBO and what the 2
entities do currently.

36. Please disclose the amount of fee income the company receives
from its services agreements with LMC and its affiliates under
"Services Arrangements."

Use of Proceeds, page 22

37. Please specify which general corporate purposes the proceeds you
do not contribute to your insurance company subsidiary will be used
for.

38. Please provide the approximate dollar amount that you plan to
contribute to your insurance company subsidiary, as well as the
amount to be used for any other purposes you identify pursuant to the
previous comment.

Dilution, page 23
39. Please disclose your historical net tangible book value per share
before conversion of the convertible preferred stock.  Please revise
to present line items for historical tangible book value per share
and the amounts attributable to pro forma adjustments, such as
conversion of convertible preferred stock, to arrive at a pro forma
tangible book value per share.
Unaudited Pro Forma Financial Information, pages 25-27
40. Please revise the head note to the pro forma statement of
operations as follows:
* Provide a more specific discussion of how the investor should
utilize the pro forma financial information.  We note your
conflicting statements that it is for comparative purposes but does
not represent what operations would have been had the Acquisition
occurred on January 1, 2003.  Please clarify these statements to be
more consistent with the objective of Article 11, which is to provide
investors with information about the continuing impact of a
transaction by showing how it might have affected the historical
financial statements;
* Describe the specific activities relating to the policies written
prior to January 1, 2003 that have been retained in the pro forma
presentation and those that have been eliminated from this
presentation.  It appears that much of the activity in the pre
Acquisition renewal process should be presented in the pro forma
financial information; and
* Clarify your disclosures to state that the pro forma statement of
operations excludes the operations of SBIC prior to September 30,
2003.
41. Pro forma footnote disclosures should be sufficiently detailed to
understand your basis for the adjustment and how the adjustment was
computed.  For example, please expand your description of pro forma
adjustments "a", "c", "g", "h" and "i" so that investors can better
understand the related objectives, calculation methods and
assumptions and historical information utilized.  Tell us how these
adjustments are factually supportable and create a better
representation of the continuing impact of the Acquisition than
actual 2003 revenues and expenses for predecessor and the company.
42. Please revise your disclosures in pro forma adjustments "e" and
"k" to clarify that the tax effects of any pro forma adjustments are
calculated at the "statutory" rate in effect during the periods
presented.  Please refer to Instruction 7 to Rule 11-02 of Regulation
S-X.
43. We note that pro forma net premiums earned and pro forma net
income are significantly greater than the corresponding actual
amounts for prior years and for the six months ended June 30, 2004.
In particular, pro forma net income for 2003 is 3.6 times net income
for the six months ended June 30, 2004.  Please explain the
implications of this relationship so that investors can better
understand the continuing impact of the Acquisition.
44. It appears that the terms of prior predecessor reinsurance
program differs from the terms of the company`s current reinsurance
program.  Please explain how you considered these differences in
preparing the pro forma financial information.
45. You disclose that the quota share reinsurance agreements between
EPIC, PEIC and LMC stipulated 20% retention.  However, the amounts
reflected in pro forma adjustments "a" and "c" appear to indicate 10%
retention.  Please explain this apparent inconsistency. Also, explain
why adjustments "g", "h" and "i" do not appear to include any impact
from reinsurance.

46. Please remove all historical and pro forma "Other Data" since
this information is not contemplated in the preparation requirements
of Article 11 of Regulation S-X.  Please revise your disclosures in
other sections of the filings, accordingly.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Overview, page 30
47. Please expand your disclosures, and explain to us, how the loss
ratio and expense ratio of your business is comparable with the
business of the predecessor.

Results of Operations

Six Months Ended June 30, 2004 Compared to Six Months Ended June 30,
2003, page 38
48. Please explain in greater detail the basis for your decision to
substitute a comparison of trends and ratios for the six months ended
June 30, 2004 to the three months ended December 31, 2003 for a
comparison of trends and ratios for the six months ended June 30,
2004 to the six months ended June 30, 2003.
49. Please include a discussion of the company`s actual experience in
exercising the acquired renewal rights during the six months ended
June 30, 2004.
50. Please expand