SecProbe.io

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November 22, 2005

Mail Stop 4-9

Daniel G. Hickey, Jr.
Co-Chief Executive Officer and Chairman of the Board
CRM Holdings, Ltd.
P.O. Box HM 2062
Hamilton, HM HX
Bermuda

	Re:	CRM Holdings, Inc.
		Registration Statement on Form S-1
		Amendment No. 1 filed November 8, 2005
		Registration No. 333-128424

Dear Mr. Hickey Jr.:

	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
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.

General
1. We note your response to prior comment 2.  Considering that the
restructuring is being conducted to facilitate the IPO, it appears
that the transactions are for the same general purpose and a
single
plan of financing.  Please provide further analysis of why the
restructuring should not be integrated with the public offering.
In
your response, please also identify the LLC members that will
receive
common stock in the restructuring.

Summary
2. We note your response to previous comment 7 and reissue the
comment.  The summary should contain a more balanced presentation
of
your business, with details of specific sources of revenue
disclosed
in the MD&A and Business sections.  Please revise to provide the
net
income figures as previously requested or delete the disclosure.
3. As a related matter, please briefly describe how the aggregate
annualized premium amounts relate to the fees earned CRM so that
investors can evaluate the relevance of the figures.

Operating Challenges, page 4
4. Please advise us whether you expect to complete negotiations
with
New York Marine or some other insurer regarding a reinsurance
agreement prior to effectiveness of the registration statement.

Strategy, page 4
5. If available, please provide an estimate of the rate increase
you
anticipate for your operations in New York.

We presently depend on..., page 11
6. Please specify the material adverse effect to your business in
the
event you are unable to renew the reinsurance agreement.  In
particular, if the failure to renew would result in a cessation of
your reinsurance business, please disclose the percentage this
business represents of your overall revenues.

Our reinsurance business, page 14
7. Please expand your response to previous comment 20 to briefly
describe the regulatory approvals necessary to establish new
groups
in California.

Our revenues may decrease..., page 18
8. We note your disclosure regarding the modification of your
management agreement with HITNY.  Please address this development
in
your MD&A and elsewhere in the prospectus where you discuss the
outlook for your New York business, or advise us why you do not
believe it is material.

Twin Bridges is subject to extensive regulation in Bermuda...page
20
9. In your response to previous comment 24, we note that Twin
Bridges
is subject to prior approval by the Bermuda Monetary Authority of
"certain issuances and transfers of shares."  Please discuss the
extent, if any, to which these prior approval requirements
materially
impact shareholders of CRM Holdings.

CRM Holdings could be considered..., page 21
10. We note that you obtained an independent valuation from an
appraisal firm.  Please tell us what consideration you gave to
naming
them in the prospectus and providing the written consent of the
third
party under Securities Act Rule 436.

Use of Proceeds, page 34
11. In your response to previous comment 34, please expand to
explain
why you have estimated using $4.7 million to pay off a $3.5
million
balance on your credit facility with Keybank.  We note on page 45
that you intend to borrow from your credit facility to make a $1.2
million distribution to existing shareholders of unpaid profits
and
earnings.  To the extent that the $1.2 million dollar distribution
is
related to the discrepancy noted above, please expand to explain
that
you are essentially using proceeds from the offering to pay the
distribution to existing shareholders. Clarify also whether you
will
use proceeds from the offering to pay any tax indemnification
amounts
on those distributions.

Selected Combined and Pro Forma Financial Information, pages 37-43
12. We have read and considered your response to comment 52.  We
noted on page 5 that you expect to pay the distributions to
existing
shareholders using the revolving credit facility, and you intend
to
pay the revolving credit facility from the proceeds received from
the
offering.  We also note that dividends exceed earnings in the
current
year. Given these facts and circumstances, explain to us how you
considered SAB Topic 1 B:3 as it relates to disclosing pro forma
per
share data giving the effect to the number of shares whose
proceeds
were to be used to pay the dividend.
13. Please disclose pro forma earnings per share information
reflecting the pro forma effect of the provision for income taxes.
Refer to SAB Topic 1.B.2.
14. Revise the pro forma balance sheets to include a subtotal
column
to show the combined effect of all pro forma adjustments prior to
the
receipt and use of the offering proceeds, followed by a column
giving
effect to the offering and the final column giving effect to all
pro
forma adjustments.

Compensation Risk Managers, LLC and Affiliates

Interim Unaudited Combined Financial Statements

General
15. We have read and considered your response to comment 53.
Please
direct us to where we can find the disclosure requirements of SAB
Topic 11:M relating to the company`s unaudited combined financial
statements, or revise accordingly.

Note 3 Earned Unbilled Commissions and Premiums, page F-6
16. We note that the amounts recorded in this line item are
subject
to adjustment arising from periodic audit by the excess coverage
carriers. Please explain to us how your revenue recognition policy
relating to these amounts met the criteria for fixed or
determinable
sales price in SAB Topic 13 or refer us to the any other
accounting
literature that you relied on for this accounting.

CRM Holdings, Ltd.

Note 1 Organization and Purpose, page F-30
17. We have read and considered your response to comment 58.
Please
disclose the amount to be paid for the shares held by Reid Finance
Ltd. and how you will account for the transaction.

*	*	*

      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 information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      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 Yolanda Crittendon at 202-551-3472 or Jorge
Bonilla, Accountant, at 202-551-3414 if you have questions
regarding
comments on the financial statements and related matters.  Please
contact Charito A. Mittelman at 202-551-3402 or me at 202-551-3852
with any other questions.

Sincerely,

Mike McTiernan
Special Counsel

cc:	Roslyn Tom, Esq. (via facsimile)

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Daniel G. Hickey, Jr.
CRM Holdings, Ltd.
November 22, 2005
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