SecProbe.io

January 27, 2014

Via E -mail
Douglas N. Raucy
President and Chief Executive Officer
1347 Property Insurance Holdings, Inc.
9100 Bluebonnet Centre Blvd., Suite 502
Baton Rouge, LA 70809

Re: 1347 Property Insurance Holdings, Inc.
Registration Statement on Form S -1
Filed January 10, 2014
  File No. 333 -193314

Dear Mr. Raucy :

We have reviewed your registration statement  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 registration statement and providing the
requested information .  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 to your registration statement and the information you
provide in response to these  comments, we may  have  additional comments.

Prospectus Summary
Our Market, page 3

1. We note your response to prior comment 13.  Please state here that the only insurance
you are providing through Citizens’ take -out programs is wind and hail and that these
policyholders c ould not obtain such insurance in the state of Louisiana except through
Citizens.

Investment Prior to the Offering, page 5

2. Here, and in all other sections of your registration statement where you discuss this
investment, please remove all references to Fund Management Group LLC as an
“unaffiliated” entity.  In light of the relationship between Fund Management Group LLC
and the  Chairman of your Board of Directors , such a reference is not appropriate.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 27, 2014
Page 2

 Risk Factors
Risks Relating to Our Company
“A majority of our in -force policies were acquired through the Citizens ’ take-out program  . . .,”
page 8

3. In view of your response to our prior comment 13, please expand your risk factor to
clarify that the policies you assume from Citizens are single peril policies covering losses
from wind and hail and that policyholders would  not have been able to acquire such
coverage through the private market. Please discuss the extent to which the large
concentration of business in wind and hail coverage that private insurance companies
have declined to insure may expose you to greater ris k from catastrophic events. Also, it
is not clear how you can employ restrictive underwriting strategies in the second year if
these policies only relate to one peril. Please explain how you conduct such a restrictive
underwriting strategy or delete the re ference to second -year restrictive underwriting
strategies.  Please also revise the risk factor heading to explain the risks related to the
single -peril policies you assume from Citizens and expand  or revise the bullet lists on
pages 5 and 49 accordingly.

“Maison Insurance is subject to an independent third party rating agency . . .,” page 13

4. We note your response to prior comment 19.  In this risk factor, you refer to “additional”
criteria that you must sa tisfy in order to maintain your credit rating. Please describe th e
additional rating criteria here.

Capitalization, page 29

5. Please refer to prior comment 25.  Please explain to us why the amounts of common
stock and additional paid -in-capital, as disclosed in this table, differ from the
corresponding amounts disclosed in your consolidated balance sheet and consolidated
statement of changes in shareholders’ equity.

Business
Third -Party Reinsurers, page 45

6. We note your response to prio r comment 31.  Your disclosure suggests that your second
reinsurance layer provides for up to an additional $13 million in total coverage for a ll
events  during the reinsurance period .  Explicitly state whether the $13 million second
layer applies  in total for all events  occurring during the reinsurance period  or repeatedly
to each event  occurring during the reinsuran ce period .

7. Please further revise the last sentence of this section to clarify , if true, that your
maximum liability during the reinsurance period of $3 million  assumes only two events
occur during the reinsurance period  and that reinsurance limits are not exhausted in a
single event .

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 27, 2014
Page 3

 Certain Relationships and Related Party Transactions
Investment by Management, p age 58

8. Please amend your registration statement to describe Prepared Holdings LLC.  Your new
disclosure should include, but not necessarily be limited to, the type of business, the
length of its existence, the location of its operations, a description of its management and
the nature and amount of revenue and income it has generated as well as the amount of
the assets and liabilities reflected in its financial statements .

Notes to Consolidated Financial Statements
Note 9  Statutory Information, page F -17

9. Please refer to prior comment 38. You state that as of December  31, 2012, surplus as
regards policyholders reported by MIC exceeded the 200% threshold.  Please disclose the
amount by which you exceeded the 200% threshold.

Exhibit Index, page II -5

10. Please file the Certificate of Designations of the Preferred Stock to be issued to Fund
Management Group LLC and the Offer Letter addressed to your president and Chief
Executive Officer , Douglas Raucy , with your next amendment . In the event that you are
not in a position  to file one or both of these documents at that time, please include
placeholders for them in this Exhibit Index.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Act of 193 3 and
all applicable Securities  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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission o r the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 27, 2014
Page 4

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective  date of the registration statement as 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.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Frank Wyman at (202) 551 -3660 o r Joel Parker at (202) 551 -3651 if
you have questions regarding comments on the financial statements and related matters. Please
contact Scot Foley at (202) 551 -3383 or me at (202) 551 -3715 with any other questions.

Sincerely,

       /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc:  Joel L. Rubinstein, Esq.
Eric Orsic, Esq.
McDermott Will & Emery LLP
340 Madison Avenue
New York, New York 10173