SecProbe.io

December 2 , 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.
Amendment No. 1 to Registration Statement on Form S -1
Filed November 24 , 2014
File No. 333 -199958

Dear Mr. Davis :

We have reviewed your amended registration statement and have the following additional
comment. 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 amending your
registration statement.  If you do  not believe our comment applies 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 this com ment, we may have
additio nal co mments.

Capitalization, page 46

1. You disclose on page 14 that you will grant restricted share units and options to executive
officers, employees and directors on the date of consummation of this offering.    Please
revise your disclosure to highlight the charges to earnings that will occur upon the
completion of your offe ring for any stock -based compensation resulting from these
grants.   Please ensure you include all such earnings charges in your capitalization
computation.

We urge all persons who are responsible for the accuracy and adequacy of the disclos ure
in the filing to  be ce rtain that the filing includ es the information the Secu rities Act of 1933 and
all applicable  Securities Act rules  require.  Since the co mpany and its manag ement are in
possession of all facts r elating to a co mpany’s disclosure, they are responsi ble for the acc uracy
and adequacy  of the disclos ures they have made.

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

 Notwithstanding our comment, in the e vent you request acceleration of the effective date
of the pending registration s tatement please pr ovide a writt en state ment from  the company
acknowl edging that:

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

 the action of the Com mission or the staff,  acting pursuant to delegated authority, in
declaring the filing effecti ve, does  not relieve the co mpany from  its full
responsibility for the adequacy  and accuracy of the discl osure in the filing; and

 the co mpany may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initia ted by the Commission or any person under the
federal securiti es laws of the United Stat es.

Please refer to Rules 460  and 461 re garding requests for acceleration.  We will consider a
writte n reque st for acceleration of the effective date of the registration state ment as confir mation
of the fact that those requesting ac celeration are aware of t heir respective responsibilities und er
the Securities Act of 1933 and the Securities Exchange Act of  1934 as they relate to the proposed
public  offering of the secur ities specified in the above registration state ment.  Please all ow
adequate ti me for us to review any a mendment prior to the requested effecti ve date of the
registration state ment.

You may contact Dana Hartz at (202) 551 -3648 or Mary Mast at (202) 551 -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 question s.

Sincerely,

/s/ Jeffrey P. Riedler

Jeffrey P. R iedler
Assista nt Direct or

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