SecProbe.io

June 17, 2014

Via E -mail
Todd E. Freed , Esq.
Skadden, Arps, Slate, Meagher & Flom  LLP
Four Times Square
New York, NY  100 36

Re: Aspen Insurance Holdings Ltd.
 Schedule TO -T filed by Endurance Specialty Holdings Ltd.
Filed June 9 , 2014
File No. 005 -79396

Endurance Specialty Holdings Ltd.
Registration Statement on Form S -4
Filed June 9, 2014
File No. 333 -196596

Dear Mr. Freed :

We have reviewed  your filing s 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 s, by providing the requested
information, or by advising us whe n you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment s to your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Schedule TO

Item 8.  Interest in Securities of the Subject Company, page 3

1. Please tell us where the referenced Schedule II appears in the Offer to Exchange.

Item 10. Financial Statements, page 4

2. It appears the Offer to Exchange , as distinguished from the Schedule TO,  includes
summarized financial information pursuant to  Item 1010(c) of Regulation M -A.  Please
revise the Schedule TO to include , through incorpo ration by reference or otherwise,  the

Todd E. Freed , Esq.
Skadden, Arps, Slate, Meagher & Flom  LLP
June 17, 2014
Page 2

 information required by Item 1010(a)(1) and (2) of Regulation M -A.  See Instruction s 3
and 6 to Item 10 of Schedule TO.

3. To the extent that any filings incorporated by reference include reference to the P rivate
Securities Litigation Reform Act , please include disclosure that informs shareholders that
such safe harbor is inapplicable to statements made in connection with this tender offer.

Acceptance for Exchange, and Exchange of Aspen Common Shares . . ., page 5 9

4. On page 60, the disclosure states that any Aspen shares not accepted will be returned “as
promptly as practicable” following the expiration or termination of the exchange offer.
Please revise to be consistent with Exchange Act Rule 14e -1(c).

5. We note  the reservation of right to transfer or assign the right to exchange tendered
Aspen common shares.  Please confirm your understanding that any entity to which the
bidder assigns the right to purchase shares in the offer must be included as a bidder in the
offer.  Including additiona l bidders may require the bidder  to disseminate additional offer
materials and to extend the term of the offer.

Ownership of Endurance After the Exchange Offer, page 67

6. Please refer to the last paragraph here and disclose h ow the percentage ownership of
Aspen shareholders would change assuming exercise of the “Equity Investment Option.”

Material U.S. Federal Income Tax Consequences, page 68

7. Please revise to include a risk factor relating to the uncertainty of whether the t ransaction
will qualify as an integrated transaction and the resulting effect on shareholders .

Regulatory Approvals, page 84

8. We note reference to approvals required “in the judgment” of Endurance.  The offer
conditions must be outside the control of the bidder.   Please revise.

Additional Note Regarding the Exchange Offer, page 132

9. Please revise  the disclosure  to be consistent with Exchange Act Rule 14d -10(b)(2).

Where You Can Find More Information, page 133

10. We note the disclosure incorporating b y reference any documents  that Endurance or
Aspen  files pursuant to Section s 13(a) , 13(c), 14  or 15(d) of the Exchange Act after the
date of this  prospectus /offer to exchange to the termination of the exchange offer.    Please

Todd E. Freed , Esq.
Skadden, Arps, Slate, Meagher & Flom  LLP
June 17, 2014
Page 3

 note that Schedu le TO -T does n ot permit forward incorporation by reference.  Please
revise  accordingly  and confirm your understanding.

Signatures

11. Please clarify the reference to “this amendment”  in the first paragraph of text.

12. Please revise to include the signature of Endurance’s au thorized representative in the
United States.  See Securities Act Section 6(a) and Instruction 1 to the Signatures of
Form S -4.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s 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 the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosu re in the filing s;

 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 s; and

 the company may not assert staff comments as a defense in any proceeding init iated by
the Commission or any person under the federal securities laws of the United States.

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

Sincerely,

 /s/ Geoff Kruczek

        Geoff Kruczek
        Attorney -Adviser
        Office of Mergers and Acquisitions

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