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January 18, 2023
Daniel Burrows
Chief Executive Officer
Fidelis Insurance Holdings Limited
Waterloo House
100 Pitts Bay Road
Pembroke
Bermuda HM08
Re:Fidelis Insurance Holdings Limited
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted December 14, 2022
CIK No. 0001636639
Dear Daniel Burrows:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
General
1.Please revise your filing to update your financial statements for compliance with Item 8 of
Form 20-F. Specifically, your most recent audited financial statements are now greater
than nine months old, requiring the inclusion of unaudited financial statements covering at
least the first six months of your fiscal year ended December 31, 2022.

 FirstName LastNameDaniel Burrows
 Comapany NameFidelis Insurance Holdings Limited
 January 18, 2023 Page 2
 FirstName LastName
Daniel Burrows
Fidelis Insurance Holdings Limited
January 18, 2023
Page 2
Summary, page 4
2.Refer to your response to comment 4.  Please revise your disclosure here and on pages
169 and 170 to explain the range of ratings given by S&P, and disclose what the rating of
BBB, given by both AM Best and S&P, indicates.  In addition, disclose here the current
rating by Moody's Investors Service, and revise your disclosure here and on page 170 to
include a description of the range of Moody's Investors Service's ratings and what the
rating you received indicates.  Also disclose here the rating assigned by Moody's Investors
Service after the announcement of the proposed Separation Transactions.
Our Commitment to Environmental, Social and Governance Matters, page 9
3.Refer to your response to comments 8 and 21.  Please disclose your direct exposure to the
securities of companies deriving revenues from fossil fuels and companies in related
sectors.  In addition, please disclose the percentage of your total revenues that are earned
from companies involved in insuring thermal coal, tar sand extractions, Arctic Oil and gas
exploration and drilling and fracking operations.  In this regard, we not that your
underwriting restrictions require that you do not directly insure these activities or
companies involved in these activities such that the products provided do not account for
more than 20% of your total revenue.  In addition, please clarify what you mean by "GSS
bonds aligned with prevailing principles" and include the percentage of your core fixed
income portfolio's total assets under management that are invested in such bonds.  Also
disclose the diversity, equity and inclusion statistics that you monitor, and disclose the
progress you have noted with respect to diverse candidate pools.
Our Competitive Strengths, page 16
4.Refer to your response to comment 10.  Please disclose how you compare your exposure
to historic adverse settlement issues with regards to periods of losses that predate your
incorporation to that of your competitors.
Risk Factors
Risks Relating to the Group's Business and Industry
A downgrade or withdrawal of, or other negative action to, the Group's financial strength
rating(s), page 44
5.Refer to your response to comment 15.  Please add disclosure to address the Group's
rating by Moody's Investors Service.
If FIHL were deemed to be an investment company, page 52
6.Refer to your response to comment 17.  Please revise to briefly explain why you do not
believe that you are an investment company under the U.S. federal securities laws and
how FIHL intends to conduct its operations so that it will not be deemed an investment
company under the Investment Company Act.

 FirstName LastNameDaniel Burrows
 Comapany NameFidelis Insurance Holdings Limited
 January 18, 2023 Page 3
 FirstName LastName
Daniel Burrows
Fidelis Insurance Holdings Limited
January 18, 2023
Page 3
Performance Measures and Non-U.S. GAAP Financial Measures
Operating Net Income, RoE, Operating RoE, and Steady State RoE, page 122
7.Refer to your response to comment 20.  Please revise your filing to remove all references
to non-GAAP measures calculated based upon a “Steady State” as we continue to believe
that these measures constitute tailored accounting principles that are misleading.  Refer to
Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.

Certain Regulatory Considerations, page 226
8.Refer to your response to comment 31.  We note that for the year ended December 31,
2021, your GPW generated for exposures in Asia was 9.4%.  Please revise to disclose
regulations related to your business operations in Asia or tell us why you do not believe
this is necessary.
            You may contact John Spitz at 202-551-3484 or Ben Phippen at 202-551-3697 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or John Dana Brown, Acting Legal Branch Chief, at
202-551-3859 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance