SecProbe.io

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October 18, 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
      Filed September 19, 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. Please provide supplemental copies of the graphics you intend
to
use for staff review.

2. We note your intention to issue shares of CRM Holdings to
existing
shareholders of Compensation Risk Managers, LLC, CRM CA, Eimar,
and
Twin Bridges in furtherance of your restructuring plan for CRM
Holdings immediately prior to the closing of this offering.
Please
tell us what consideration you gave to the potential integration
of
these issuances with your initial public offering.

Inside Front Cover Page
3. Please relocate the dealer delivery obligation disclosure to
the
outside back cover page.  See Item 502(b) of Regulation S-K.
4. Please avoid the use of acronyms such as BMA in the forepart of
your document.  See updated Staff Legal Bulletin No. 7 (June 7,
1999)
sample comments 1, 3 and 5.

Prospectus Summary
5. The summary should contain a brief description of the
information
contained in the prospectus, specifically highlighting the key
aspects of the offering.  Please revise and delete verbatim
repetition from other locations of the prospectus.  For example,
much
of the repetitive information relates to the operation of your
business which is more appropriately disclosed in the Business
section of your document.
6. Provide support for your statement that you are a leading
provider
of fee based management and other services for workers`
compensation
self insured groups in New York and California, marking the
relevant
portions of any material provided for our review.  We note the
risk
factor relating to intense competition in the workers`
compensation
insurance business and your limited operating history in
California.
7. We note your disclosure relating to revenues over the past five
years and annualized premium rates.  In order to provide a
balanced
discussion of your results of operations, please revise to
disclose
net income figures which have increased less than 1% for the
period
ended June 2005 compared to the same period in June 2004.
Alternatively, please revise to remove the discussion of your
results
of operations from the summary and leave such discussion for your
MD&A and Business sections.
8. We note the disclosure of your competitive strengths.  Please
provide a balanced discussion of the material risks of this
offering
immediately following your discussion of these strengths,
including a
discussion of  the risks of conflicts of interest relating to
managing and reinsuring the same self-insured groups, the intense
competition, and the regulatory impediments to your reinsurance
business and expanding operations in both New York and California.
9. In the second paragraph on page 2, please disclose the New York
aggregate annualized premiums as of December 31, 2003.
Superior Operational and Financial Track Record, page 3
10. Provide support for your statement that you have a "superior
operational and financial track record" by telling us how your
record
compares to your competitors.  Please also advise us why
management
fees paid in 2004 support the claim that you have a superior
financial track record.

Full Range of Services for Self-Insured Groups, page 3
11. Revise to disclose how providing the full range of services
listed is advantageous over any other competing entity providing
similar services.

Continued Growth of Fee-Based Business, page 4
12. Clarify your status to date in your entering the new markets
or
expanding to offer medical bill review and case management
services
to large self-insured entities and other third parties.

Growth of Reinsurance Business, page 4
13. Quantify the amount of the proceeds reserved for Twin Bridges.

Risk Factors
14. Please revise your risk factor subheadings so that each one
conveys the risk that you are describing. Currently, some of your
subheadings merely state a fact about your business or a general
business risk.
15. Consider adding a risk factor disclosing any material impact
on
your operations from the payout to existing shareholders,
including
the U.S. tax indemnification, in the restructuring.
16. Consider risk factor disclosure relating to the CRM Holdings
and
Twin Bridges credit facility agreements with Keybank and the
impact
on operations for any default on the loans.

Risks Related to Our Business, beginning on page 10

We are dependent on our reinsurance business... page 10
17. Please revise the risk factor to separate the risks of your
dependence on your reinsurance business in general, on the one
hand,
and your dependence on NY Marine & General specifically, on the
other
hand.  The text of these separate risk factors should follow
independent risk factor headings.  In addition, we note that the
first paragraph of this risk factor appears to discuss overly
detailed disclosure of your reinsurance business that is more
appropriately located elsewhere in your document, such as on page
38
of your MD&A. The specific risk factor relating to your failing to
secure your reinsurance obligations as required should be
immediately
apparent to the reader.
18. As a related matter, in the risk factor relating to your
dependence on NY Marine & General you should discuss the
termination
provisions of your agreement as mentioned on page 61 of your
document.

We may be deemed to have a conflict of interest...page 11
19. Please disclose the date the suit was filed and describe the
specific impact, if any, on operations from the filing of the
claim.
For example, disclose any material impact on revenues from the
loss
of the membership dues, management fees/commissions, etc.
Disclose
the status of your relations with the subject self-insured group
and
disclose whether the group represents one of your larger managed
groups as mentioned in the following risk factor.

Our reinsurance business and our managed groups in California...
page
12
20. Please expand to briefly describe the regulatory approvals you
require to continue operations in California.

We intend to develop a program to offer fee-based services...page
14
21. Please specify a time line for the expansion of services to
the
other entities mentioned in the risk factor.  Please also revise
the
risk factor heading to clarify that the targeted third parties
include entities that are not currently customers.

We depend on our key executives and may not be able...page 15
22. Please expand to briefly describe the termination provisions
of
the employment contracts you plan to enter into.

Our holding company structure and certain regulatory....page 17
23. Consider adding a separate risk factor that highlights your
dependence on income from Twin Bridges given that your U.S.
subsidiaries are subject to the 30% withholding tax.  We note your
plans to expand your reinsurance business through Twin Bridges and
contribute a "significant" amount of the proceeds from this
offering
to Twin Bridges.

We and the groups we manage are subject to extensive regulation in
the United States and Bermuda...page 17
24. Revise this risk factor to discuss the regulatory framework of
the United States and Bermuda (offshore regulatory framework)
independently under separate risk factor headings.  Bermuda
regulations related to Twin Bridges should likewise be discussed
in a
separate risk factor and expanded to briefly describe the impact
on
Twin Bridges or CRM Holdings from failure to meet regulatory
requirements. For example, we note on page 69 that Bermuda
companies
are prohibited from paying any dividends where solvency margins
and
minimum liquidity ratios are not met.   Please also include a
discussion of the extent to which you or your subsidiaries have
been
subject to penalties, fines, or suspensions for failure to meet
any
regulatory requirements that have materially impacted operations
to
date.
25. With respect to the disclosure regarding changes in laws and
regulations in New York and California, please expand this
discussion
in a separate risk factor and briefly describe the anticipated
changes and how they may impact your operations specifically.  For
example, your brief discussion relating to California`s proposed
regulations on page 22 should be consolidated with the disclosure
here in a separate risk factor discussing risks related to
California
regulatory changes only.

Our business could be adversely affected by Bermuda employment
restrictions, page 18
26. Identify any key employees that currently hold Bermuda work
permits, or that require Bermuda work permits, and disclose the
related expiration dates on those permits.  Please also specify
how
the failure to obtain a permit or extension on a permit for any
particular employee identified may materially impact your
operations
specifically.

CRM Holdings could be considered a U.S. corporation for U.S.
federal
income tax purposes...page 18
27. Please quantify the contribution of share holdings in the
respective exchanges and specify the amount of CRM Holdings stock
held by the former U.S. shareholders of CRM and Eimar.  Please
also
tell us how you arrived at your belief that the value of Twin
Bridges
is worth more than 20% of the combined value of CRM, CRM CA,
Eimar,
and Twin Bridges.
28. Disclose the current tax rate for CRM Holdings as a non-U.S.
corporation for federal income tax purposes as compared to an IRS
determined U.S. corporation.

We may be deemed to be engaged in a U.S. trade or business or
considered to be a personal holding company...page 19
29. Define the reference to "Bermuda exempted" company.  Disclose
the
basis for your belief that none of your subsidiaries should be
considered personal holding companies.  Please also clarify why
you
cannot determine the ultimate share ownership amounts for purposes
of
determining personal holding company status, and discuss how you
will
monitor the share ownership limits going forward.  In addition,
please disclose whether or not you have obtained an opinion of
counsel with respect to the matters discussed in the risk factor.

Future sales of common shares by our affiliates...page 22
30. Please specify the amounts held by each executive of CRM
Holdings
after the restructuring.  We may have further comment once you
have
filled in the blanks throughout this risk factor.

As a public company, our expenses...page 23
31. Your description of this risk related to your expenses and
administrative workload and compliance with Section 404 of the
Sarbanes-Oxley Act of 2002 is generic because it applies to all
public companies.  Please delete or revise to reflect risks of
non-
compliance that are particular to your business.

We will be exposed to risks related to internal controls over
financial reporting...page 24
32. It is unclear why you believe you will be exposed to risk
related
to your obligations under Section 404 given that you are still in
the
process of establishing internal controls.  Please delete the
references or advise us further as to how you may fail to comply
with
Section 404 specifically.

Upon closing of this offering, our principal shareholders....page
26
33. Please disclose the executive/management titles held by each
named shareholder.

Use of Proceeds
34. Please expand to discuss each of the principal purposes for
which
you intend to distribute the net proceeds from the offering and
revise to estimate the amounts intended for each purpose.  For
example, estimate the amount reserved for the Twin Bridges
business,
and discuss your intention, if any, to use the proceeds for your
California expansion.  We note from the risk factor on page 12 the
additional steps necessary to develop your California group
management business.  See Item 504 of Regulation S-K.
35. To the extent you have not identified specified uses for a
portion of the offering proceeds, please disclose capital
deployment
issues created by your structure that may impact your decisions on
how to allocate the proceeds.

Capitalization, page 32
36. Revise to include a column, after the historical combined
data,
showing the combined effect of all pro forma adjustments (i.e.,
the
restructuring and the distribution) prior to the receipt and use
of
the offering proceeds, followed by a pro forma as adjusted column
that gives effect to the offering.

Overview, page 36
37. Please disclose the percentage of your revenues and/or net
income
attributable to each of your segments.

Business Trends and Conditions, page 39
38. Provide support for the workers` compensation growth rates in
California, marking the relevant portions for our review.

Six months ended June 30, 2005...page 43
39. Expand your disclosure relating to the decrease in revenues
from
fee based management services attributable to groups in New York
for
the six months ended June 30, 2005 to describe more specifically
the
"modification" to your agreement with New York Workers`
Compensation
Board.  Please also consider risk factor disclosure relating to
the
impact on your operations resulting from changes in your
agreements.

Posting of Security by Twin Bridges, page 51
40. Clarify that the guarantee on the letters of credit by
existing
shareholders will terminate upon the closing of the offering as
disclosed on page 82.  Please also describe the impact, if any,
from
the termination of the guarantee and add risk factor disclosure if
applicable.

Interest Rate Risk, page 52
41. Please quantify your exposure to market risks for changes in
interest rates.  Refer to Item 305(a) of Regulation S-K.

Bermuda Regulation, page 67
42. In the last paragraph of this section, please disclose any
material impact on the operations of Twin Bridges and CRM Holdings
from the move to a "risk based" approach to licensing and
supervising
insurance companies in Bermuda.  Please add any applicable risk
factor disclosure.

Non-Employee Director Compensation, page 79
43. Please disclose specifically, the amount you intend to
compensate
directors for their services in that capacity, or provide
estimates
if such information is not yet readily known.

Employment Agreements, page 79
Please expand to disclose the terms of the employment agreements
as
currently contemplated, including severance provisions.  Include
also
disclosure of the amounts payable to your executives for the nine
months ended September 30, 2005 as part of the restructuring.

Other Agreements, page 82
44. Please expand to identify the two no-management shareholders
mentioned in the second sentence on page 83.  Disclose also why
these
persons were "entitled" to the distributions and why they were
offered as "guaranteed" payments.  Please also disclose, in an
appropriate section of your document, whether you intend to offer
similar arrangements with any shareholders in the future.
45. Disclose whether Louis Rosner provided le