SecProbe.io

October  30, 2014

Via E -mail
Gregg Davis
Chief Financial Officer
James River Group Holdings, Ltd.
32 Victoria Street
Hamilton, Bermuda HM 12

Re: James River Group Holdings, Ltd.
Confidential Draft Registration Statement on Form S -1
Submitted October 3, 2014
CIK No. 0001620459

Dear Mr. Davis:

We have reviewed your confidential draft registration statement and have the following
comments. In some of our comments, we may ask you to  provide us with infor mation so we may
better understand your disclosure.

Please respond to this letter by providing the requested infor mation and either
submitting an a mended confidential draft re gistration state ment or publicly  filing your
registration statement on EDGAR.  If you do  not believe our comments apply to your facts
and circu mstances or do not believe an  amendment is a ppropriate, please tell us why in your
response.

After revie wing the infor mation you provide  in response to these com ments and  your
amended confidential draft registration state ment or filed registration state ment, we may have
additio nal co mments.

Market and Industry Data, page ii

1. We note your statement that the market and industry information contained in the
prospectus has not been verified by you or any independent sources.  It is not appropriate
to directly or indirectly disclaim liability for information in your registration st atement.
Accordingly, please revise your disclosure to remove any statement indicating that you
have not independently verified information presented in the prospectus.

Gregg Davis
James River Group Holdings, Ltd.
October 30 , 2014
Page 2

 Prospectus Summary, page s 1-4

2. On page 1, you disclose your combined ratio for the fiscal year ended December 31,
2013.  You should additionally disclose your combined ratio for the interim period ended
June 30, 2014  in this section .

3. On page 4, p lease clarify  what classes of your investments you consider “non -traditional
investments” and why.  Please also provide examples of the “out -of-favor or complicated
instruments” in which you are willing to invest.   Your revised disclosure should include a
detailed description of each of the investment classes that fall into these categories (no n-
traditional and out -of-favor), and you should include the percentage of your invested
assets comprising each category.  Please p rovide similar  revised  disclosure in the
investment strategy section on page 122.

Summary Risk Factors, page 11 -12

4. Pleas e provide an additional bulleted risk that describes the possibility that you could be
deemed to be a PFIC if the IRS does not believe you qualify for the insurance company
exemption found in the Federal Tax Code.

Critical Accounting Policies and Estima tes
Reserve for Losses and Loss Adjustment Expenses, page 51

5. It appears that you have significantly revised your provision for losses of insured events
of prior years.  Please provide the following to explain the reasons for your change in
estimates for y our Excess and Surplus Lines, Specialty Admitted Insurance and Casualty
Reinsurance segments:
o Identify and describe in reasonable specificity the nature and extent of a) new
events that occurred or b) additional experience/information obtained since the
last reporting date that led to the change in estimates. We note you disclose the
amount of prior year change in your reserve for losses and loss adjustment
expenses for each segment and the major accident years impacted but you do not
disclose what specif ic factors or events resulted in your experience to be different
from your initial expected ultimate loss ratios in these segments and accident
years.
o Ensure your disclosure clarifies the timing of the change in estimate such as why
recognition occurred i n the periods that it did and why recognition in earlier
periods was not required.

Assumed Reinsurance Premiums, page 58

6. Please disclose the amount of adjustment to your estimate for assumed reinsurance
premiums for each period presented or state that th e adjustments have not been material.

Gregg Davis
James River Group Holdings, Ltd.
October 30 , 2014
Page 3

 Business, page 115

7. We note that your largest treaty accounted for gross written premiums of $30.4 million in
2013 in your casualty reinsurance segment.  Please disclose the identity of the ceding
party to the treaty and file the underlying agreement as an exhibit to your reg istration
statement.  Alternatively, please tell us why you are not substantially dependent on this
agreement.

Executive Compensation, page 145

8. In your next amendment, please provide the disclosure required under Item 402(m)
through (r) of Regulation S-K for your named executive officers.

Indemnification Agreements, page 151

9. Please file the indemnification agreements with D.E. Shaw Affiliates, Goldman Sachs,
and the Sunlight Investors as exhibits to your registration statement.

Principal and Selli ng Shareholders, page 154

10. It appears that your selling stockholders are broker -dealers and/or affiliates of broker -
dealers.  Please note that registration statements registering the resale of shares offered by
broker -dealers must identify the broker dealers as underwriters if the shares were not
issued as underwriting compensation.  For those selling stockholders that are affiliates of
broker -dealers, please advise us as to whether:
 Each seller purchased the securities in the ordinary course of busine ss; and
 At the time of purchase of the securities to be resold, the seller had any
agreements or understandings, directly or indirectly, with any person to
distribute the securities.

Please additionally include this disclosure in the prospectus.

Notes  to Consolidated Financial Statements
Note 2.  Investments, page F -41

11. Please revise your disclosure on page F -44 to clarify whether the amount for bank loans
as of December 31, 2012 was gross or net of the allowance for credit losses of $121,000.

Note 11.  Equity Awards, page F -55

12. We may have additional comments on your accounting for equity issuances including
stock compensation and beneficial conversion features. Once you have an estimated
offering price, please provide us an analysis explaining the reasons for the differences

Gregg Davis
James River Group Holdings, Ltd.
October 30 , 2014
Page 4

 between recent valuations of your common stock leading up to the IPO and the estimated
offering price.

Note 21.  Dividend Restrictions, page F -69

13. In addition to the restrictions on the amount of dividends paid from the subsid iaries to the
parent company, please revise to comply with ASC 944 -505-50-1c. and Rule 4 -08(e)(1)
of Regulation S -X to disclose the amount of consolidated retained earnings at the holding
company level that is not available for the payment of dividends to stockholders.

Schedule IV, page F -78

14. Please revise your schedule to clarify that the information presented is your insurance
premiums.

General

15. Please sub mit all outstanding exhibits as soon as prac ticable.  We may have further
comments upon exa mination  of these exhibits.

16. Please provide us proofs of all graphic, visual or photographic information you will
provide in the printed prospectus prior to its use, for example in a preliminary prospectus.
Please note that we may have comments regarding this mate rial.

17. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in ac cordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Please keep in mind that we may publicly post filing review cor respondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm). If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence y ou submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

Gregg Davis
James River Group Holdings, Ltd.
October 30 , 2014
Page 5

 You may contact Dana Hartz at (202) 551 -3648 or Mary Mast at (202) 5 51-3613 if you
have questions regarding comments on the financial statements and related matters. Please
contact Austin Stephenson at (202) 551 -3192 or me at (202) 551 -3715 with any other questions.

Sincerely,

         /s/ Bryan J. Pitko for

Jeffrey P. R iedler
Assista nt Direct or

cc: Via E -mail
Andrew Rodman, Esq.
Bryan Cave LLP