SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3-09

										November 18, 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, Amendment 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

Risk Factors

Intense competition could adversely affect our ability to sell ...,
page 14

1. We note your response to comment 25 and reissue the comment.
Please identify your principal competitors` share of the market.
Although, you may be operating in a niche market, you have already
disclosed certain of your key competitors such as AIG and the State
Compensation Insurance Fund of California.  Additionally, you have
quantified and estimated your target market to be approximately $8
billion and you have provided comprehensive external and internal
statistical data in arriving at this figure.  Therefore, we think it
is reasonable to provide management`s estimate in determining the
relative shares of your target market by your named key competitors.

Recent investigations into insurance brokerage practices ..., page 18

2. Please discuss any proposed legislation or new regulatory
requirements that may be imposed on the insurance industry.  For
example, we note that the National Association of Insurance
Commissioners has proposed new rules that would require brokers
obtain written consent from their clients prior to receiving
compensation from an insurance carrier.

The Acquisition, page 25

3. Please disclose the results of the independent actuary`s findings
under "Arrangements to Minimize Exposure" with regard to determining
the appropriate amount of loss reserves.  We note that you retained
this individual in September 2004, should results not yet be
complete, please provide this information in a future amendment if
available prior to effectiveness.

Dilution, page 31

4. Please revise your disclosures to clarify that the net tangible
book value amounts are on a pro forma basis since the Company
currently has no shares of common stock outstanding.

Unaudited Pro Forma Financial Information

Pro Forma Consolidated Statements of Operations, page 33

5. Please refer to prior comment 41.  It is unclear why adjustments
to gross premiums written during the first nine months of 2003, i.e.
pro forma adjustments "i" and "k", were necessary.  Please provide a
more complete explanation of the basis for each pro forma adjustment.

6. As previously requested in comment 46, please remove all
historical and pro forma disclosure of premiums written since this
information is not contemplated in the preparation requirements of
Article 11 of Regulation S-X.  If you believe historical and pro
forma adjustments to premiums written explain the objective for
certain pro forma premium adjustments please include these amounts in
your footnote disclosures

7. We note that you do not disclose the calculation methods,
assumptions and historical information utilized in determining the
pro forma adjustments.  For example, it is unclear whether you
computed adjustments, "c" and "e", based on actual renewal dates and
actual renewal premium or whether you used assumptions for 2003
renewal activity. Please confirm the calculation methods, assumptions
and historical information utilized in determining the pro forma
adjustments and expand disclosure in the notes to more fully describe
how you computed them.

8. We do not understand the relationship between certain amounts in
the pro forma statement of operations.  For example, based on your
descriptions, the amount for adjustments "c" appears to be too low
and the amount for adjustment "k" appears to be too high.  Please
explain the basis for your conclusion that amounts for the pro forma
revenue and expense adjustments are factually supportable and
accurately portray to investors the continuing impact of the
Acquisition.

9. Refer to your responses to comments 44 and 45.  Please expand your
disclosures to clarify your presentation of the Company`s reinsurance
arrangements in the pro forma statement of operations.  We note that
effective on October 1, 2003, the Company replaced all Predecessor
external and internal reinsurance arrangements with new treaties as
described in Note 7.  However, it appears that you are assuming the
continuation of Predecessor external reinsurance arrangements for all
policies and Predecessor internal reinsurance, i.e. treaties with
LMC, for all policies issued after January 1, 2003, and that you have
not incorporated the effects of the new reinsurance arrangements in
the pro forma adjustments.  The presentation of the Predecessor
reinsurance arrangements in the pro forma statement of operations
instead of the continuing impact of the Company`s current reinsurance
arrangements does not appear to comply with the objectives of Article
11.  Please revise or advise us.

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

Overview, page 38

10. We note your response to comment 47.  Please explain in detail
why the areas you identified as not comparable to your predecessor
are such.  Although, you have explained with specificity why your net
premiums are not comparable, simply stating that the amounts were
different does not provide meaningful disclosure.  For the other
aspects you identified such as investment income, service income and
service fees, please include a discussion, including the reasons, for
why these areas are not comparable.

Key Financial Measures, page 40

11. We note your independent actuaries provide you with a point
estimate for your ultimate unpaid loss and loss adjustment expense
liabilities.  Please expand your disclosure to include both
quantified and narrative disclosure of the impact that reasonably
likely changes in one or more of the variables effecting the
estimation of your loss reserves would have on reported results,
financial position and liquidity.

12. Please revise your disclosures to clarify the average amount in
unpaid loss and loss adjustment expenses per open claim as of
September 30, 2004.  Your disclosure of 1,087 open claims results in
approximately $47,300 in unpaid loss and loss adjustment expenses per
open claim.

13. Please refer to your loss ratio disclosures.  The relationship
between your definition of the key financial measure, loss ratio, and
the related amounts shown in the Results of Operations, is unclear.
Please clarify this disclosure.  Explain whether premiums earned are
determined on an accident year or a financial reporting basis, how
the prior accident year ratio relates to re-estimates of loss and
loss adjustment expenses made in subsequent years and why the current
accident year ratio is reduced by claims service income.  Link this
explanation to the loss ratios shown in the Results of Operations and
losses and loss adjustment expenses incurred shown in the table,
Reconciliation of Unpaid Loss and Loss Adjustment Expenses.  Please
provide us supplementally with an example of a loss ratio
calculation.

Results of Operations

Nine Months Ended September 30, 2004 Compared to Nine Months Ended
September 30, 2003

Underwriting Expenses, page 48

14. Please expand your disclosures to clarify the reason for the
increase in underwriting expenses.  It appears that underwriting
expenses increased at a significantly higher rate than premiums.
Please clarify whether the historical underwriting and other expenses
of the Predecessor include an allocation of corporate overhead and
other costs incurred by the parent on its behalf.  If so, please
expand your disclosure in the notes to the combined financial
statements of the Predecessor to describe the allocation methods used
and include management`s assertion that the methodology used is
reasonable.  See SAB Topic 1.B.1.

Business

Distribution, page 64

15. We note your revised disclosure related to your independent
insurance brokers.  Please provide supplementally a discussion of how
the broker bonus program originated.  Are the terms of the program
the same for each broker who participates, if not, who initiates the
arrangement, the Company or the broker?  Why are only 17 of the
approximate 67 brokers whom you have relations with participating in
the program?
16. Please provide supplementally, the identity of any brokers who
provide in excess of 5% of the Company`s total premiums.  Also,
please tell us whether any of these brokers has advised you that they
will be implementing a change in their fee arrangements with the
Company.

Loss Reserves, pages 71-74

17. Refer to your responses to comments 55 and 56.  We note that you
have not discussed the implications of excluding reserve amounts
related to SBIC`s Predecessor, KEIC, in the sections, Reconciliation
of Loss Reserves and Loss Development Information.  As a result,
these sections do not adequately portray the Company`s ultimate
exposure to losses arising from business previously written by KEIC
and reinsured with LMC.  We note your disclosure on page F-16: "in
the event a reinsurer is unable to meet its obligations, the Company
would be liable for losses under the agreement."  We continue to
believe that disclosure of the Company`s ultimate liability in these
sections of the filing would be beneficial to investors and reiterate
our comments.

18. We note your loss development table portrays the changes in your
Predecessor`s loss reserves in subsequent years from the prior loss
estimates based on experience as of the end of each succeeding year
on a statutory basis.  Please note that the data presented should be
in accordance with GAAP.  See Item 2.B of Industry Guide 6.  Please
revise or advise us.

19. Please reconcile the Predecessor year-end gross reserves on page
71 to the corresponding amounts shown on page 72.

20. Please refer to your revisions in response to comment 57.  Please
expand your disclosures to include a discussion of the factors
considered by management in strengthening and then releasing reserves
and its aggressive re-underwriting of the book of business.

Reinsurance, page 75

21. We note that you will be filing your excess of loss reinsurance
contracts as exhibits.  Please revise this section to include a
discussion of the material terms of your agreements with your
reinsurers.  These discussions should include the following:

a. Type of policies to which the agreements apply;
b. Both parties` financial obligations under the agreements; and
c. Any other material rights and obligations of the parties;

Consolidated Financial Statements of SeaBright Insurance Holdings

Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

(a).  Basis of Presentation, page F-8

22. Consistent with your response to comment 66, please disclose the
factors used to identify your reportable segments and the basis of
organization.  Please refer to paragraph 26(a) of SFAS 131.
Note 16. Intangible Assets, page F-21

23. We note your revisions in response to comment 73.  It appears
that the value of $783,000 assigned to the income-producing
capability of the renewal right assets is low compared to pro forma
2003 net income of $4.8 million disclosed on page 33.  Please expand
your disclosure to reconcile this apparent inconsistency and clarify
the definition of the term "present worth of the net economic
benefit."

*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR under the form type label CORRESP.  Please
understand that we may have additional comments after reviewing your
amendment and responses to our comments.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Frank Wyman at (202) 942-2851 or Don Abbott at
(202) 942-2819 if you have questions regarding comments on the
financial statements and related matters.  Please contact Albert Lee
at (202) 824-5522 or me at (202) 942-1840 with any other questions.

								Sincerely,

								Jeffrey Riedler
								Assistant Director

cc:	James S. Rowe, Esq.
	Kirkland & Ellis LLP
	200 East Randolph Drive
	Chicago, Illinois 60601

John G. Pasqualetto
SeaBright Insurance Holdings, Inc.
November 18, 2004
Page 1

</TEXT>
</DOCUMENT>