SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  June 11, 2014

Via E-Mail
Todd Freed, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY  10036 -6522

RE: Aspen Insurance Holdings Limited
Preliminary Proxy Statement  filed by Endurance Specialty Holdings Ltd.
Filed on June 2 , 2014
File No. 00 1-31909

Dear Mr. Freed :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and c ircumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
1. With a view towar d revised disclosure, please advise  us the purpose of seeking two
separate authorizations.  Given the disclosure on page 2 that special meetings may be
convened if approved by 10% of the voting share capital of Aspen’s shares, it is unclear
why the sec ond authorization is necessary.  Please advise us  what consideration has been
given to disclosing why the first authorization alone is insufficient for purposes of creating
an opportunity to ask  shareholders to consider the scheme of arrangement .   Please explain
why receipt of the requisite shareholder approval to call a special meeting would not serve
as valid evidence for a court to evaluate i n making a decision whether or not to order such
a meeting.
2. Explain to us, with a view toward revised disclosure, why the second proposal has been
characterized as an “authorization” when, as a matter of law and fact, receiving the
requested amount of supp ort for such proposal does not appear to “authorize” the
participants to undertake any legal action.

Todd Freed , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
June 11, 2014
Page 2

 3. Nothwithstanding the  inclusion  of an advisory statement that  there can be no assurance the
Bermuda Supreme Court will order such a meeting even if holders of 15% or more of
Aspen’s outstanding common shares express support for the scheme, the origin of the 15%
amount specified in the de facto condition does not appear to have been disclosed.  Revise
the disclosure to make clear, should the second proposal co ntinue to be included as part of
this solicitation, that the 15% threshold was voluntarily cited by the participants as a
minimum  condition and that such percentage figure does not represent a legal requirement
imposed by the court or other source of autho rity.  Alternatively, revise to cite to the
source of authority that specifies 15% as being the minimum percentage necessary  for a
court to order such a meeting to consider a scheme of arrangement.

 We urge all persons who are responsible for the accuracy  and adequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the participants are in possession of
all facts relating to the disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

 In responding to our comments, please provide a written statement from each participant
acknowledging that:

 the participant is responsible for the adequacy  and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the participant 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.

Please direct any questions to  Nicholas P. Panos , Senior  Special Counsel,  at (202) 551 -
3266 or me at (202) 551 -3641.

        Sincerely,

        /s/ Geoff Kruczek

        Geoff Kruczek
        Attorney -Advisor
        Office of Mergers & Acquisitions

cc (by E -mail):  Richard Grossman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP