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CORRESP
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February
2,  2006

VIA FAX

Jim B.
Rosenberg
Senior Assistant Chief Accountant
Division of
Corporate Finance
United States Securities and Exchange
Commission
100 F Street N.E.
Washington D.C.
20549

Our
Ref:

JC040106

Your
Ref:

001-31909

Re:
Aspen
Insurance Holdings Limited (the
"Company")

Review of Form 10-K for
the fiscal Year Ended December  31,  2004 Filed
March  14,  2005

(File No.
001-31909)

Dear Mr.
Rosenberg,

Further to your letter of December
20,  2005, we have set out below our responses to the questions
raised, proposed disclosures and where necessary provided additional
tabular analysis. This letter follows the discussion with Joseph
Ferraro of LeBoeuf, Lamb, Greene & MacRae and Lisa Vanjoske on the
timetable for the response which was extended due to the
holidays.

For your convenience, we set forth in this
letter (the ‘‘Response Letter’’) each
comment from your letter in bold typeface and include the
Company’s response below each such comment.

Item 1.
Business

Analysis of Consolidated Loss and Loss Expense
Reserve Development Net of Reinsurance Recoverables, page 17

1.
We note that the company only
provides this information on a net basis. Please provide us, in
disclosure-type format, a presentation of your reserves that includes
this information on a gross basis. Refer to SFAS 113 and Industry Guide
6 paragraphs B(2)(c) and (d). Alternatively, the staff allows a net
GAAP presentation in lieu of a gross GAAP presentation, if for all
periods, the table a) reconciles the net end-of-period liability (the
original reserve estimate in the 10-year table) with the related gross
liability on the balance sheet and b) presents the gross re-estimated
liability as of the end of the latest re-estimation period, with
separate disclosure of the related re-estimated reinsurance
recoverable.

In response to your comment, we intend
to include the following table setting out an analysis of the
consolidated gross loss and loss expense reserve development as at
December  31,  2005, 2004, 2003 and 2002 in future Form
10-K
filings.

As
at
December 31, 2002
($ in millions)

As at
December
31, 2003
($ in millions)

As at
December 31, 2004
($
in millions)

As at
December 31, 2005
($ in
millions)

Estimated
gross liability for unpaid losses and loss
expenses

93.9

525.8

1,277.9

[
]

Liability
re-estimate as
of:

- one year
later

88.4

455.4

[
]

-
two years
later

69.7

[
]

-
three years
later

[
]

Cumulative
redundancy
(deficiency)

24.2

70.4

1

Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies — Premiums, page 68

2.
We believe your disclosure in
Management’s Discussion and Analysis regarding the estimate of
assumed premium on your reinsurance business could be improved to
better explain the judgments and uncertainties surrounding this
estimate and the potential impact on your financial statements.
Accordingly, please provide us the following information in
disclosure-type format to help us evaluate the adequacy of your
disclosure:

a.
Please disclose
the assumed premium estimate for each line of business, including the
amount of any estimate for commissions and related expenses and the
amount included in premium receivable related to the
estimate.

b.
Discuss the key
assumptions used to arrive at management’s best estimate of the
assumed premium estimate and what specific factors led management to
believe that this amount is the most realistic. Please include
quantified and narrative disclosure of the impact that reasonably
likely changes in one or more of the variables (i.e. methodology and/or
assumptions used) would have on reported results, financial position
and liquidity.

c.
Disclose the
provision for doubtful accounts that is recorded related to the assumed
premium estimate. If no provision is recorded, please discuss why
management believes all amounts recorded are
collectible.

A large number of the contracts we
write are written on a treaty basis where we reinsure a portfolio of
risks written by a ceding company. As the ultimate level of business
written by each cedent can only be estimated at the time the
reinsurance is placed, the reinsurance contracts generally stipulate a
minimum and deposit premium payable under the contract with an
adjustable premium based on variables such as: the number of contracts
covered by the reinsurance; the total premium received by the cedent;
and the nature of the exposures assumed. Minimum and deposit premiums
generally cover the majority of premiums due under such treaty
reinsurance contracts and the adjustable portion of the premium is
usually a small portion of the total premium receivable.

The following are in response to your specific
comments:

a.
The premium disclosed
for each line of business represents the best estimate of the premiums
receivable and commission and related expenses payable. We exercise
judgment in determining the adjustment premiums, which represent a
small portion of total premiums receivable. Commission is charged as a
fixed percentage of premium per contract and is adjusted in line with
adjustments in premium. The proportion of adjustable premiums included
in the premium estimates varies between business lines with the largest
adjustment premiums associated with property reinsurance business and
the smallest with property and liability insurance.

b.
The key factors in determining the
adjustable estimate of premiums receivable are past underwriting
experience, broker analysis and actuarial projections (in respect of
treaty business). During the life of a contract, notifications from
cedents and brokers may affect the estimate of the ultimate premium and
consequently may result in either increases or reductions in reported
revenue. In addition, for proportional treaty reinsurance, we estimate
premium receivable initially and then update throughout the contract
term based on treaty statements received from the ceding company. Our
property reinsurance segment is the only segment which currently
includes a large amount of proportional treaty business. In the twelve
months ended December  31,  2004, $131  million or
20.2% of all property reinsurance business written was
proportional treaty. Changes in estimated adjustable premiums will have
less of an impact on short term liquidity as the payment of adjustment
premiums generally occurs after the expiration of a
contract.

Premium estimates are reviewed regularly,
comparing actual reported premiums to expected ultimate premiums along
with a review of the collection of premium estimates. Based on
management’s review, the appropriateness of the premium
estimates is evaluated, and any adjustments to these estimates is
recorded in the period in which it becomes known. Adjustments to
original premium estimates could be material and these adjustments may
directly and significantly impact earnings in the period they are
determined because the subject premium may be fully or substantially
earned.

c.
A significant portion of amounts
included as premiums receivable, which represent

2

estimated premiums written, net of
commissions, is not currently due based on the terms of the underlying
contracts. In determining whether or not any bad debt provision is
necessary, we consider the financial security of the cedent, past
payment history and any collateral held. We have not made a provision
for doubtful accounts in relation to assumed premium estimates as
adjustable premiums are considered to be inseparable from minimum and
deposit premiums. In addition, based on the above process,
management believes that the premium estimates included in premiums
receivable will be collectible and, therefore, we have not maintained a
bad debt provision for doubtful accounts on the premiums at
December  31,  2004.

In response to your
specific comments above, we intend to supplement our existing
disclosures in our Annual Report on Form 10-K in the appropriate place
within the ‘‘Critical Accounting Policies —
Premiums’’ section of the MD&A, as
follows:

A large number of the contracts we write are
written on a treaty basis where we reinsure a portfolio of risks
written by a ceding company. As the ultimate level of business written
by each cedent can only be estimated at the time the reinsurance is
placed, the reinsurance contracts generally stipulate a minimum and
deposit premium payable under the contract with an adjustable premium
based on variables such as: the number of contracts covered by the
reinsurance; the total premium received by the cedent; and the nature
of the exposures assumed. Minimum and deposit premiums generally cover
the majority of premiums due under such treaty reinsurance contracts
and the adjustable portion of the premium is usually a small portion of
the total premium receivable.

For proportional treaty
reinsurance, we estimate premium receivable initially and then update
throughout the contract term based on treaty statements received from
the ceding company. Our property reinsurance segment is the only
segment which currently includes a large amount of proportional treaty
business. In the twelve months ended December  31,  2005,
$[2005 figure to be inserted in 10-K] million or [2005
figure to be inserted in 10-K]% of all property reinsurance
business was written on a proportional basis.

We
exercise judgment in determining the adjustment premiums, which
represent a small portion of total premiums receivable. Commission is
charged as a fixed percentage of premium per contract and is adjusted
in line with adjustments in premium. The proportion of adjustable
premiums included in the premium estimates varies between business
lines with the largest adjustment premiums associated with property
reinsurance business and the smallest with property and liability
insurance.

The key factors in determining the adjustable
estimate of premiums receivable are past underwriting experience,
broker analysis and actuarial projections (in respect of treaty
business). During the life of a contract, notifications from cedents
and brokers may affect the estimate of ultimate premium and result in
either increases or reductions in reported revenue. Changes in
estimated adjustable premiums will have less of an impact on short term
liquidity as the payment of adjustment premiums generally occurs after
the expiration of a contract.

A significant portion of
amounts included as premiums receivable, which represent estimated
premiums written, net of commissions, is not currently due based on the
terms of the underlying contracts. In determining whether or not any
bad debt provision is necessary, we consider the financial security of
the cedent, past payment history and any collateral held. We have not
made a provision for doubtful accounts in relation to assumed premium
estimates as adjustable premiums are considered to be inseparable from
minimum and deposit premiums. In addition, based on the above process,
management believes that the premium estimates included in premiums
receivable will be collectible and, therefore, we have not maintained a
bad debt provision for doubtful accounts on the premiums at
December  31,  2005.

3

Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations

Reserve for Losses and Loss Expenses, page 69

3.
We note that you set your claim
reserves for assumed reinsurance operations based upon information
received from the cedant. As this appears to pose a potential for a
higher degree of uncertainty in establishing the estimate of assumed
loss reserves as compared to direct loss reserves, please expand the
disclosure in the critical accounting estimates section of MD&A
related to this uncertainty. Please provide us the following
information in disclosure-type format to help us evaluate the adequacy
of your disclosure:

a.
Include
in this disclosure the risks associated with making this estimate and
the effects and expected effects this uncertainty has or will have on
management’s judgements and assumptions in establishing the
assumed loss reserve.

b.
The
nature and extent of the information received from the cedants related
to policies, claims, unearned premiums and loss
reserves;

c.
The time lag from
when claims are reported to the cedant to when the cedant reports them
to the company and whether, how, and to what extend this time lag
effects the loss reserve
estimate;

d.
How management
uses the information received from the cedants in its determination of
its assumed loss reserves, whether reinsurance intermediaries are used
to transact and service reinsurance policies, and how that impacts the
loss reserving
methodology;

e.
The amount of
any backlog related to the processing of assumed reinsurance
information, whether the backlog has been reserved for in the financial
statements and, if applicable, when the backlog will be
resolved;

f.
What process
management performs to determine the accuracy and completeness of the
information received from the
cedants;

g.
How management
resolves disputes with cedants, how often disputes occur, and the
magnitude of any current, material disputes;
and

h.
Whether management uses
historical loss information to validate its existing reserves and/or as
a means of noticing unusual trends in the information received from the
cedants.

The claim reserves reported in the
Company’s annual report are a combination of case reserves and
Incurred But Not Reported (‘‘IBNR’’)
claims. The process for establishing claim reserves is not based solely
on information from the cedent but includes significant actuarial
analysis. Our process is to first establish case reserves on reported
claims based on information from cedents (this is a similar process for
both insurance and reinsurance claims). The rest of the reserves are
for IBNR claims which are determined statistically from actuarial
analyses, which includes assessment of available historical data and
other approaches in establishing a range of appropriate loss ratios for
management to select its best point estimate. For reinsurance lines of
business, a higher proportion of initial reserves is statistically
based IBNR due to longer reporting delays between the original loss and
the time when reinsurers are aware of the extent of the losses. For
insurance business, notifications are received earlier and closer to
the date of original loss notification. This delay in reinsurance lines
explains why there is a higher degree of uncertainty in reinsurance
than direct loss reserves.

The following are in
response to your specific
comments:

a.
We intend to supplement
our existing disclosures in our Annual Report on Form 10-K in the
appropriate place within our ‘‘Critical Accounting
Policies — Reserves for Losses and Loss Expenses’’
section of the MD&A, as follows:

The higher degree
of uncertainty associated with reserves for reinsurance business is
associated with the assumptions used in deriving the IBNR. Where it is
based on an analysis of past loss experience, then the principal
assumption is that past patterns of development will be repeated on
current business. The process of extrapolation is by necessity one
involving subjective judgment because the actuary has to take into
account the impact of the changing business mix as well as changes in
legislative conditions, changes in judicial interpretation of legal
liability policy coverages and inflation. These factors are
incorporated in the recommended reserve range from which
management selects its best point
estimate.

b.
We intend to supplement
our existing disclosures in our Annual Report on Form 10-K in the
appropriate place within our ‘‘Critical Accounting
Policies — Reserves for Losses and Loss Expenses’’
section of the MD&A, as follows:

4

Full cedent policy information is
recorded at the time of underwriting and includes inception and expiry
dates, attachment points and limits and our share of the