SecProbe.io

March 18, 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.
Amendment No. 3 to Registration Statement on Form S -1
Filed March 7 , 2014
  File No. 333 -193314

Dear Mr. Raucy :

We have reviewed your amended registration statement  and have the following additional
comment.  Please respond to this letter by amending your registration statement again and
providing the requested information .  If you do not believe our comment appl ies to your facts
and circumstances or do not believe an other  amendment is appropriate, please tell us why in your
response.

After reviewing any further amendment to your registration statement and the
information you provide in response to this comment, we may have  additional comments.

Dilution, page 34

1. Please refer to prior comment 2. We believe that you should disclose a net tangible book
value per share that is consistent with historical amounts shown in your consolidated
balance sheet at December 31, 2013, although we will not object to presenting th is
information assuming the pending stock split.  Please revise your presentation to present
pro forma net tangible book value per share, as of December 31, 2013 that includes the
conversion of the Preferred Shares and full exercise of the warrants held by  FMG and
including the issuance of shares of common stock to Mr. Raucy upon exercise of the
stock option granted to him and the concurrent one -for-one matching of the shares of
common stock.

We urge all persons who are responsible for the accuracy and ade quacy of the disclosure
in the filing to be certain that the filing includes 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 comp any’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
March 18, 2014
Page 2

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

 should the Commission or 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 actio n 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.

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 o f 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 or 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