SecProbe.io

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 November 19, 2025

Mark Pickering
Chief Financial Officer
Aspen Insurance Holdings Limited
141 Front Street
Hamilton, HM19
Bermuda

 Re: Aspen Insurance Holdings Limited
 Form 20-F for the Fiscal Year Ended December 31, 2024
 File No. 001-31909
Dear Mark Pickering:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
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 Document                               Aspen 141 Front Street Hamilton HM19 Bermuda PO Box HM 2729 Hamilton HMLX Bermuda T: +1 441 295 8201 aspen.co July 15, 2025 VIA EMAIL AND EDGAR Division of Corporation Finance Office of Finance United States Securities and Exchange Commission 100 F Street N.E Washington D.C. 20549 We are responding to the letter, dated June 05, 2025, from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) concerning the Form 20-F for the year ended December 31, 2024 (the “2024 20-F”) of Aspen Insurance Holdings Limited and its subsidiaries (collectively, the “Company”, “we” or “our”). Set forth below are the Company’s responses to the comments raised by the Staff. For the convenience of the Staff, we have repeated the Commission’s comments (displayed in italics) immediately prior to our responses. Form 20-F for the Fiscal Year Ended December 31, 2024 Item 5. Operating and Financial Review and Prospects H. Reconciliation of Non-GAAP Financial Measures Operating Income Reconciliation, page 116 1. We note your non-GAAP measure entitled Operating Income, and your related adjustments and reconciliation for Operating Income. Please address the following items. • Revise the title or description of this measure in your future filings as it is confusingly similar to a measure calculated in accordance with GAAP. Refer to Item 10(e)(1)(ii)(e) of Regulation S-K and Question 100.05 of our Compliance and Disclosure Interpretations on Non-GAAP Financial Measures ("Non-GAAP C&DI"). We respectfully advise the Staff that while Operating Income or Operating Loss is a commonly used term in other sectors, it is not used by our peers in the (re)insurance industry other than to describe a non-GAAP performance metric. Consistent with this industry approach, Aspen does not use Operating Income or Operating Loss in its U.S. GAAP Consolidated Statement of Operations. Throughout the 2024 20-F where the non-GAAP Operating Income or Loss metric is used, we have consistently labelled it as a non-GAAP measure which conforms to the approach used by our peer property/casualty insurance companies. Further, Aspen does not report continued or discontinued operations, where potentially similar terminology is used. Therefore, we believe that the use of operating income as a non-GAAP measure of net income is not misleading to our financial statement users who are familiar with its use as Aspen is a trading name of Aspen Insurance Holdings Limited. a non-GAAP measure within the insurance sector. Given this industry approach, we respectfully advise the Staff that it is our preference to continue to use the non-GAAP Operating Income or Loss metric, so as to continue to align with how management views internal financial performance and financial statement user expectations. • Please revise your disclosures in future filings to clarify and explain how the non-operating expenses and non-operating income tax (benefit) adjustment amounts are calculated and determined, including where the amounts are reflected in your financial statements. The Company respectfully advises the Staff that non-operating expenses are explained and quantified on page 87 of the 2024 Form 20-F and pages F-14 and F-15 of the 2024 Form 20-F in Note 3 Segment Reporting. For additional clarity, the Company will revise future filings to include narrative disclosure similar to the following where the non-GAAP reconciliation to Operating Income or Loss appears: Non-operating expenses include expenses incurred in connection with non-recurring projects, such as consulting fees and other non-recurring transformation program costs, and are included within general, administrative and corporate expenses in the consolidated statement of operations. The non-operating income tax benefit/(expense) is calculated on the above items by applying the Company’s effective current tax rate for each of the Company’s material tax jurisdictions to the relevant income/expense for those same jurisdictions. The non-operating income tax benefit is included within income tax benefit in the consolidated statement of operations.” • Tell us why the adjustment amount relating to the impact of the LPT differs in your definition of Operating Income compared to the adjustment amount on page 117 for your definition of Adjusted Underwriting Income. Revise your disclosure in future filings to clarify accordingly. The impact of the LPT, included within the operating income reconciliation includes both the movement in deferred gain and the excess interest above the base rate of 1.75% payable to the subsidiary of Enstar on the funds withheld balance based on Aspen’s overall investment return. For more information, please see our response below to Comment 2. By contrast, the impact of LPT included within adjusted underwriting income only includes the impact of changes in the deferred gain. It is noteworthy that the net change in the deferred gain liability is classified within losses and loss adjustment expenses that is included in Underwriting income whereas the excess interest is classified within interest expense that is excluded from Underwriting Income. In the narrative disclosure about operating income on page 115 of the 2024 20-F, the Company describes these two components. To provide further clarity, the Company will report these two components separately in the reconciliation for operating income in future filings. Please see below for the proposed disclosure: Operating Income Reconciliation Twelve Months Ended December 31, 2025 ($ in millions) Net income available to Aspen Insurance Holdings Limited’s ordinary shareholders $    x Add/(deduct) items before tax        Net foreign exchange (gains)/losses         x    Net realized and unrealized investment losses/(gains)          x    Non-operating expenses         x    Impact of the LPT         x    Variable interest on LPT funds withheld     x    Non-operating income tax (benefit)         x Operating income     $    x Underwriting Income, Adjusted Underwriting Income, Adjusted Combined Ratio and Adjusted Loss Ratio, page 117 2. We note your non-GAAP measures for Adjusted losses and loss adjustment expenses and Adjusted underwriting income, which appear to exclude the impact of the LPT described in footnote 1 to the table. Please address the following items. • Provide us with a clearer description of the underlying transaction and the related accounting in your historical financial statements regarding the impact of the LPT. On January 10, 2022, Aspen Holdings and certain of its subsidiaries entered into a reinsurance agreement with a subsidiary of Enstar which we refer to as the Loss Portfolio Transfer (“LPT”). Under the terms of the LPT, Enstar’s subsidiary reinsured net losses incurred on or prior to December 31, 2019, on all of Aspen’s net loss reserves of $3,120.0 million as of September 2021, up to a maximum limit of $3,570.0 million, to cover potential adverse development on currently carried loss reserves. The premium has been held in funds withheld accounts by Aspen, with the premium payable reducing as Aspen has settled the claims over the years. The remaining premium will be released to the subsidiary of Enstar no later than September 30, 2025. The funds withheld by Aspen is also subject to interest payable at an annual rate of 1.75%, plus an additional amount equal to 50% of the amount by which the total return on Aspen’s investments and cash and cash equivalents exceeds 1.75%. The variable element of excess interest is considered an embedded derivative and reported at fair value, with changes in fair value reflected in “change in fair value of derivatives” on the consolidated statement of operations. Under ASC 944-20-20 this contract transferred significant risk related to past insurance events to the assuming entity and therefore classified as a “Retroactive Reinsurance” contract and accounted as such. Under retroactive reinsurance any excess amount ultimately collectable under the agreement over the consideration paid is recognized as a deferred gain liability which is amortized into the income statement over the settlement period of the ceded reserves. Regarding the accounting for the LPT in the financial statements, it is important to note that the subject business, for accident years 2019 and prior, incurred adverse loss reserve development in 2024 and 2023. For these years, the accounting impact related to the LPT includes: i) an increase in retroactive reinsurance recoverables (asset) equal to the adverse development on the subject business; and ii) an increase in deferred gain liabilities based on a cumulative catch-up adjustment. Changes in the deferred gain liability effectively includes: a) a partial deferral of the increase in the retroactive reinsurance recoverable (deferral percentage approximates extent of total LPT recoveries that are unpaid at the balance sheet date); and b) the periodic amortization of deferred gains over the underlying claim payout period. On page 117 of the 2024 20-F, the Impact of the LPT adjustment for fiscal years ended December 31, 2024 and 2023 only includes the change in the deferred gain liability. By contrast, for the fiscal year ended December 31, 2022 (the year the LPT incepted), the Impact of the LPT adjustment included both the change in the deferred gain liability and also additional costs principally related to upfront costs in entering the LPT in 2022. • Please explain your basis for excluding this item in your non-GAAP measures and why the exclusion provides useful information to investors regarding the registrant's financial condition and results of operations. To reflect the underlying economics of the LPT agreement, Aspen presents an adjusted basis of underwriting results which makes certain adjustments to the GAAP presentation. The adjusted underwriting income removes the deferral and amortization of the gain on the retroactive reinsurance contract, which are non-cash items. In addition, the net upfront cost of the LPT relating to 2019 and prior accident years has been excluded from losses and loss adjustment expenses in 2022, and those costs are non-recurring. By adjusting for the impact of the LPT and net upfront costs, adjusted underwriting income reflects the underwriting results for accident years 2020 onwards, which is the true economic view of our underwriting performance since the LPT provides cover for all 2019 and prior losses. Excluding the income impact of favorable and unfavorable loss reserve development related to 2019 and prior accident years provides useful information to investors because such gains or losses have been contractually ceded or transferred to a third party. Additionally, for transparency to users of our financial statements, we have disclosed the dollar value of the limit remaining under the terms of the LTP agreement within Item 5. Management Discussion and Analysis on page 81 of the 2024 20-F. • Tell us how you considered whether the adjustment (i.e., removing the change in deferred gain in order to match the loss recoveries) has the impact of changing the pattern of recognition, such that it represents individually tailored accounting. Refer to Question 100.04 of the Non-GAAP C&DI. Management does not view this adjustment to be inconsistent with Question 100.04. Management believes that these metrics do not represent individually tailored accounting but rather a line-item adjustment to exclude certain gains or losses that have been contractually ceded outside of the Company. Specifically, excluding the income impact of favorable and unfavorable loss reserve development related to 2019 and prior accident years provides useful information to investors because such gains or losses have been contractually ceded or transferred to a third party. As a result, presenting adjusted losses and loss adjustment expenses, adjusted underwriting income, and adjusted combined ratio excluding the impact of changes in deferred gain represents the performance of our business for accident years 2020 onwards, which management believes reflects the underlying underwriting performance of the ongoing portfolio. Management believes this presentation provides useful information to internal management, external investors, and other stakeholders. In addition, we note that the impact of this non-cash adjustment is not unidirectional across periods; the impact of the LPT (or change in deferred gain) for each reporting period can either be a gain or a loss depending on whether the underlying loss reserve development is unfavorable or favorable. • Please clarify if the adjustment amount relates to multiple components that are netted together (e.g., deferred gain, loss development, other costs, etc.). If so, tell us and revise to quantify each of the individual components in your future filings. • Revise your disclosures in future filings to provide a clearer reconciliation for each non-GAAP measure to the nearest GAAP measure. For the financial year ending December 31, 2024 and 2023 the impact of the LPT only relates to the changes in the deferred gain. However, for the financial year ending December 31, 2022, it included changes in deferred gain and upfront costs in entering the LPT on Day 1 of the LPT. Refer to the above for a fuller description of the accounting treatment. Going forward, we do not anticipate that the adjustment will have multiple components that are netted together, but to the extent that it does, we will revise future filings to quantify and describe each component. Schedule V - Valuation and Qualifying Accounts, page S-7 3. Please revise your future filings to disclose the movements in the Company’s valuation allowance on deferred tax assets within this table. The Company will include the movements in the valuation allowance on deferred tax assets within this section in future filings. Please see below for the proposed disclosure:   Balance at Beginning of Year Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Year ($ in millions) 2025           Premiums receivable from underwriting activities $    x     $     x         $     x         $     x         $     x         Reinsurance $    x     $     x         $     x     $     x     $     x         Deferred tax valuation allowances $    x     $     x         $     x         $     x         $     x         If you have any additional questions or require further clarification in connection with the foregoing, please do not hesitate to contact me on 441-297-9235 or mark.pickering@aspen.co . Yours sincerely /s/ Mark Pickering _________________________ Mark Pickering Group Chief Financial Officer & Treasurer cc:    David Amaro, Group General Counsel & Company Secretary     Sonia G. Barros, Sidley Austin LLP     Samir A. Gandhi, Sidley Austin LLP

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 June 5, 2025

Mark Pickering
Chief Financial Officer
Aspen Insurance Holdings Limited
141 Front Street
Hamilton, HM19
Bermuda

 Re: Aspen Insurance Holdings Limited
 Form 20-F for the Fiscal Year Ended December 31, 2024
 File No. 001-31909
Dear Mark Pickering:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the Fiscal Year Ended December 31, 2024
Item 5. Operating and Financial Review and Prospects
H. Reconciliation of Non-GAAP Financial Measures
Operating Income Reconciliation, page 116

1. We note your non-GAAP measure entitled Operating Income, and your
related
 adjustments and reconciliation for Operating Income. Please address the
following
 items.
 Revise the title or description of this measure in your future
filings as it
 is confusingly similar to a measure calculated in accordance with
GAAP. Refer to
 Item 10(e)(1)(ii)(e) of Regulation S-K and Question 100.05 of our
Compliance
 and Disclosure Interpretations on Non-GAAP Financial Measures
("Non-GAAP
 C&DI").
 Please revise your disclosures in future filings to clarify and
explain how the non-
 operating expenses and non-operating income tax (benefit) adjustment
amounts
 are calculated and determined, including where the amounts are
reflected in your
 June 5, 2025
Page 2

 financial statements.
 Tell us why the adjustment amount relating to the impact of the
LPT differs in
 your definition of Operating Income compared to the adjustment
amount on page
 117 for your definition of Adjusted Underwriting Income. Revise your
disclosure
 in future filings to clarify accordingly.
Underwriting Income, Adjusted Underwriting Income, Adjusted Combined Ratio and
Adjusted Loss Ratio, page 117

2. We note your non-GAAP measures for Adjusted losses and loss adjustment
expenses
 and Adjusted underwriting income, which appear to exclude the impact of
the LPT
 described in footnote 1 to the table. Please address the following
items.
 Provide us with a clearer description of the underlying transaction
and the related
 accounting in your historical financial statements regarding the
impact of the
 LPT.
 Please explain your basis for excluding this item in your non-GAAP
measures and
 why the exclusion provides useful information to investors regarding
the
 registrant's financial condition and results of operations.
 Tell us how you considered whether the adjustment (i.e., removing
the change in
 deferred gain in order to match the loss recoveries) has the impact
of changing the
 pattern of recognition, such that it represents individually tailored
accounting.
 Refer to Question 100.04 of the Non-GAAP C&DI.
 Please clarify if the adjustment amount relates to multiple
components that are
 netted together (e.g., deferred gain, loss development, other costs,
etc.). If so, tell
 us and revise to quantify each of the individual components in your
future filings.
 Revise your disclosures in future filings to provide a clearer
reconciliation for
 each non-GAAP measure to the nearest GAAP measure.
Schedule V - Valuation and Qualifying Accounts, page S-7

3. Please revise your future filings to disclose the movements in the
Company s
 valuation allowance on deferred tax assets within this table.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Lory Empie at 202-551-3714 or Robert Klein at
202-551-3847 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
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 Document May 5, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Tonya Aldave James Lopez Re: Aspen Insurance Holdings Limited Registration Statement on Form F-1 (File No. 333-276163) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “ Securities Act ”), we, as representatives of the several underwriters, hereby join in the request of Aspen Insurance Holdings Limited (the “ Company ”) for acceleration of the effective date of the above-referenced registration statement (the “ Registration Statement ”), requesting effectiveness as of 4:00 P.M., Eastern Time, on May 7, 2025, or at such later time as the Company or its outside counsel, Sidley Austin LLP, may request via telephone call to the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission. Pursuant to Rule 460 under the Securities Act, we, as representatives of the several underwriters, will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement. We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [ Signature Page Follows ] Very truly yours, GOLDMAN SACHS & CO. LLC CITIGROUP GLOBAL MARKETS INC. JEFFERIES LLC As representatives of the several underwriters GOLDMAN SACHS & CO. LLC By: /s/ Erich Bluhm Name: Erich Bluhm Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ David Beven Name: David Beven Title: Managing Director JEFFERIES LLC By: /s/ Carlos Marque Name: Carlos Marque Title: Managing Director [Signature Page to Underwriters’ Acceleration Request]

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 Document Aspen Insurance Holdings Limited 141 Front Street Hamilton HM 19 Bermuda May 5, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tonya Aldave James Lopez Re: Aspen Insurance Holdings Limited Registration Statement on Form F-1 File No. 333-276163 Acceleration Request Requested Date:      May 7, 2025 Requested Time:    4:00 P.M., Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Aspen Insurance Holdings Limited (the “ Company ”), hereby requests that the effective date of the Company’s Registration Statement on Form F-1, Registration Number 333-276163 (the “ Registration Statement ”) be accelerated so that the Registration Statement will become effective at 4:00 P.M., Eastern Time, on May 7, 2025, or as soon thereafter as practicable or at such later time as the Company or its counsel, Sidley Austin LLP , may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. We would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Samir A. Gandhi of Sidley Austin LLP at (212) 839-5684 or Robert A. Ryan of Sidley Austin LLP at (212) 839-5931. May 5, 2025 Page 2 Very truly yours, ASPEN INSURANCE HOLDINGS LIMITED By:  /s/ David Amaro Name: David Amaro Title: Group General Counsel & Company Secretary cc: Samir A. Gandhi, Sidley Austin LLP Robert A. Ryan, Sidley Austin LLP Adam M. Gross, Sidley Austin LLP Marc D. Jaffe, Latham & Watkins LLP Erika L. Weinberg, Latham & Watkins LLP

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 Document SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA     ASIA PACIFIC     EUROPE April 29, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tonya Aldave James Lopez Re: Aspen Insurance Holdings Limited Amendment No. 4 to Registration Statement on Form F-1 Filed March 20, 2025 File No. 333-276163 Ladies and Gentlemen: On behalf of our client, Aspen Insurance Holdings Limited (“ Aspen ” or the “ Registrant ”), we hereby submit this letter in response to the oral comment provided by the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) that was conveyed during the telephone conversation on March 27, 2025, relating to the above referenced Registration Statement on Form F-1 filed with the Commission (the “ Registration Statement ”). We are concurrently filing via EDGAR this letter and a fifth amendment to the Registration Statement (“ Amendment No. 5 ”). In this letter, the Staff’s oral comment is set forth below in italicized, bold type, followed by the Registrant’s response in ordinary type. Except for the page references contained in the oral comment of the Staff, or as otherwise specifically indicated, page references herein correspond to Amendment No. 5. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 5. Page 2 Other Matters, page 248 1. Oral Comment: We note the disclosure in the “Other Matters” subsection, as referenced on page 248 of the Registration Statement, regarding the Brazilian anti-trust investigation and formal allegations against Aspen Insurance UK Limited. As a result, it appears that the investigation and formal allegations may present a material risk to shareholders. Please revise your risk factor disclosure to identify the risks associated with the investigation and formal allegations or provide us with an analysis explaining why it is not necessary to do so. Response : The Registrant respectfully acknowledges the Staff’s comment. The Registrant believes that the investigation and formal allegations by the Brazilian anti-trust regulator (“CADE”) against Aspen UK do not present a material risk to the Registrant or its business and, accordingly, the Registrant has not added risk factor disclosure on this topic due to its immateriality. The Registrant’s belief is based on its current expectations regarding the merits of CADE’s allegations, the Registrant’s potential financial exposure and the Registrant’s belief that the allegations will not result in an impact to the Registrant’s business. * * * * Page 3 If you have questions with respect to Amendment No. 5 or the responses set forth above, please direct the questions to me at 212-839-5684 or sgandhi@sidley.com. Sincerely, /s/ Samir A. Gandhi Samir A. Gandhi cc: David Amaro, Aspen Insurance Holdings Limited Robert A. Ryan, Sidley Austin LLP Adam M. Gross, Sidley Austin LLP Marc D. Jaffe, Latham & Watkins LLP Erika L. Weinberg, Latham & Watkins LLP

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 Document SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA ASIA PACIFIC EUROPE March 20, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tonya Aldave James Lopez Re: Aspen Insurance Holdings Limited Amendment No. 3 to Registration Statement on Form F-1 Filed December 11, 2024 File No. 333-276163 Ladies and Gentlemen: On behalf of our client, Aspen Insurance Holdings Limited (“ Aspen ” or the “ Registrant ”), we hereby submit this letter in response to comments from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) contained in its letter dated January 8, 2025 (the “ Comment Letter ”), relating to the above referenced Registration Statement on Form F-1 filed with the Commission (the “ Registration Statement ”). We are concurrently filing via EDGAR this letter and a fourth amendment to the Registration Statement (“ Amendment No. 4 ”). In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Registrant’s response in ordinary type. Except for the page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to Amendment No. 4. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 4. Page 2 General 1. We note the revised disclosure on page 13 regarding ACM sourcing third-party capital and developing reinsurance structures such as “sidecar vehicles.” With a view to clarifying disclosure, advise us if the launch of Pando Re with PIMCO, announced on April 16, 2024, is part of the operations of Aspen Capital Partners and the fee income discussed on page 91. We note from the announcement available under the investors section of your website that the CEO of ACP referred to a significant opportunity for new capacity against “the backdrop of reduced appetite from the reinsurance market.” Please advise why you did not address the agreement and the parties in the filing or revise to provide disclosure where appropriate. In this regard, it appears that the MD&A disclosure should further clarify trends regarding “lines of business where market conditions remain challenging,” as referenced on page 9. Response : The Registrant acknowledges the Staff’s comment and has revised its disclosure on pages 13, 92-93 and 158 of Amendment No. 4. Exhibits 2. We note that Section 163 of your Second Amended and Restated By-laws filed as Exhibit 3.4 includes an exclusive forum provision. Based on your disclosure on page 71 it appears that this provision does not apply to actions arising under the Securities Act or Exchange Act. As such, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act. Response : The Registrant confirms that the exclusive forum provision does not apply to actions arising under the Securities Act or Exchange Act. The Registrant has filed its third amended and restated bye-laws that it expects to be effective upon completion of internal governance procedures and completion of the offering as an exhibit to the Registration Statement to state this clearly. 3. We note your response to prior comment 2 that under the investment management agreement Apollo Asset Management Europe PC LLP manages approximately 20% of your total cash and investments as of September 30, 2024 and that you are not dependent or reliant on any one investment manager. We also note that the description of this agreement appears on page 221 under subheading “Material Agreements and Related Party Transaction.” Given the significant cash and investments under management by Apollo as well as other disclosure included in the filing, the “IMAs” appear to be a material agreements (as currently in effect or subsequent to the novation referenced on page 61) that should be filed with your registration statement. Please revise accordingly. Page 3 Response : The Registrant acknowledges the Staff’s comment and has filed: (1) the form of investment management agreement that is currently in effect; (2) the form deed of novation by and among each of the Registrant and certain of its subsidiaries and AAME and AAME LLP; and (3) the form of Amended and Restated Investment Management Agreement that the Registrant expects to be in effect upon the receipt of regulatory approval and completion of internal governance procedures, in each case, as exhibits to the Registration Statement. * * * * Page 4 If you have questions with respect to Amendment No. 4 or the responses set forth above, please direct the questions to me at 212-839-5684 or sgandhi@sidley.com. Sincerely, /s/ Samir A. Gandhi Samir A. Gandhi cc: David Amaro, Aspen Insurance Holdings Limited Robert A. Ryan, Sidley Austin llp Adam M. Gross, Sidley Austin llp Marc D. Jaffe, Latham & Watkins LLP Erika L. Weinberg, Latham & Watkins LLP

January 8, 2025
Mark Cloutier
Chief Executive Officer
Aspen Insurance Holdings Limited
141 Front Street
Hamilton, HM19
Bermuda
Re:Aspen Insurance Holdings Limited
Amendment No. 3 to Registration Statement on Form F-1
Filed December 11, 2024
File No. 333-276163
Dear Mark Cloutier:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our April 23, 2024 letter.
Amendment No. 3 to Registration Statement on Form F-1
General
We note the revised disclosure on page 13 regarding ACM sourcing third-party capital
and developing reinsurance structures such as "sidecar vehicles." With a view to
clarifying disclosure, advise us if the launch of Pando Re with PIMCO, announced on
April 16, 2024, is part of the operations of Aspen Capital Partners and the fee income
discussed on page 91. We note from the announcement available under the investors
section of your website that the CEO of ACP referred to a significant opportunity for
new capacity against "the backdrop of reduced appetite from the reinsurance market."
Please advise why you did not address the agreement and the parties in the filing or
revise to provide disclosure where appropriate. In this regard, it appears that the 1.

January 8, 2025
Page 2
MD&A disclosure should further clarify trends regarding "lines of business where
market conditions remain challenging," as referenced on page 9.
Exhibits
2.We note that Section 163 of your Second Amended and Restated By-laws filed as
Exhibit 3.4 includes an exclusive forum provision. Based on your disclosure on page
71 it appears that this provision does not apply to actions arising under the Securities
Act or Exchange Act. As such, please also ensure that the exclusive forum provision
in the governing documents states this clearly, or tell us how you will inform investors
in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
3.We note your response to prior comment 2 that under the investment management
agreement Apollo Asset Management Europe PC LLP manages approximately 20%
of your total cash and investments as of September 30, 2024 and that you are not
dependent or reliant on any one investment manager. We also note that the description
of this agreement appears on page 221 under subheading "Material Agreements and
Related Party Transaction." Given the significant cash and investments under
management by Apollo as well as other disclosure included in the filing, the "IMAs"
appear to be a material agreements (as currently in effect or subsequent to the
novation referenced on page 61) that should be filed with your registration statement.
Please revise accordingly.
            Please contact Tonya Aldave at 202-551-3601 or James Lopez at 202-551-3536 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Robert A. Ryan, Esq.

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Document

 SIDLEY AUSTIN LLP

 787 SEVENTH AVENUE

NEW YORK, NY 10019

+1 212 839 5300

+1 212 839 5599 FAX

 AMERICA  •  ASIA PACIFIC  •  EUROPE

December 11, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tonya Aldave

James Lopez

Re: Aspen Insurance Holdings Limited

 Amendment No. 2 to Registration Statement on Form F-1

 Filed April 5, 2024

 File No. 333-276163

Ladies and Gentlemen:

On behalf of our client, Aspen Insurance Holdings Limited (“Aspen” or the “Registrant”), we hereby submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated April 23, 2024 (the “Comment Letter”), relating to the above referenced Registration Statement on Form F-1 filed with the Commission (the “Registration Statement”). We are concurrently filing via EDGAR this letter and a third amendment to the Registration Statement (“Amendment No. 3”).

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Registrant’s response in ordinary type. Except for the page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to Amendment No. 3. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 3.

Page 2

General

1.We note your response to prior comment 1 and the presentation on pages 7 and 11 of upper single digit CAGR for overall and insurance-segment gross written premiums. This presentation includes quantitative disclosure of the positive results in each year for 5 years except for 2023, which had negative 7.7% and 2.3% returns, respectively. Please revise Item 5 to further clarify in qualitative terms the reasons for these trends, especially the change to negative CAGR in 2023, and include a cross reference to Item 5 from the discussion of CAGR in the Summary.

Response: The Registrant acknowledges the Staff’s comment and has removed the presentation of compound annual growth rates for the five-year period ended December 31, 2023 from pages 7, 11, 13, 14, 16, 173, 179, 181, 182 and 184 of Amendment No. 3, including the annual growth rates for each year contained in such period.

Exhibits

2.We note there are multiple exhibits marked “to be filed.” We also note your response to prior comment 14 of our letter dated January 12, 2024. Please provide a legal analysis as to why you believe, if true, that the investment management agreement described on pages 24 and F-63 is not required to be filed as an exhibit under Item 601(b)(10) of Regulation S-K.

Response: The Registrant believes that the investment management agreements between the Registrant, certain subsidiaries of the Registrant and Apollo Asset Management Europe PC LLP (“AAME”) are not material in either “amount or significance” under Item 601(b)(10)(ii) of Regulation S-K and as a result should not be required to be filed pursuant to Item 601(b)(10) of Regulation S-K. The Registrant believes that such agreements are not material in either amount or significance and therefore are not required to be filed for the following reasons: (1) no single investment management agreement is, by itself, material to an investor or the Registrant; (2) under the investment management agreements with AAME, AAME only managed approximately 20% of the Registrant’s total cash and investments as of September 30, 2024; (3) the Registrant’s business is not dependent or reliant on any one investment manager, including AAME, in any material respect; and (4) the Registrant is not required to allocate any minimum portion of its investment portfolio to AAME. The Registrant will continue to review the foregoing analysis as necessary should the above factors change in the future.

* * * *

Page 3

If you have questions with respect to Amendment No. 3 or the responses set forth above, please direct the questions to me at 212-839-5684 or sgandhi@sidley.com.

Sincerely,

/s/ Samir A. Gandhi

Samir A. Gandhi

cc: David Amaro, Aspen Insurance Holdings Limited

 Robert A. Ryan, Sidley Austin LLP

 Adam M. Gross, Sidley Austin LLP

 Marc D. Jaffe, Latham & Watkins LLP

 Erika L. Weinberg, Latham & Watkins LLP

United States securities and exchange commission logo
April 23, 2024
Mark Cloutier
Chief Executive Officer
Aspen Insurance Holdings Limited
141 Front Street
Hamilton, HM19
Bermuda
Re:Aspen Insurance Holdings Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed April 5, 2024
File No. 333-276163
Dear Mark Cloutier:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 20, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-1
General
1.We note your response to prior comment 1 and the presentation on pages 7 and 11 of
upper single digit CAGR for overall and insurance-segment gross written premiums. This
presentation includes quantitative disclosure of the positive results in each year for 5 years
except for 2023, which had negative 7.7% and 2.3% returns, respectively. Please revise
Item 5 to further clarify in qualitative terms the reasons for these trends, especially the
change to negative CAGR in 2023, and include a cross reference to Item 5 from the
discussion of CAGR in the Summary.

 FirstName LastNameMark Cloutier
 Comapany NameAspen Insurance Holdings Limited
 April 23, 2024 Page 2
 FirstName LastName
Mark Cloutier
Aspen Insurance Holdings Limited
April 23, 2024
Page 2
Exhibits
2.We note there are multiple exhibits marked "to be filed." We also note your response to
prior comment 14 of our letter dated January 12, 2024. Please provide a legal analysis as
to why you believe, if true, that the investment management agreement described on pages
24 and F-63 is not required to be filed as an exhibit under Item 601(b)(10) of Regulation
S-K.
            Please contact John Stickel at 202-551-3324 or James Lopez at 202-551-3536 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Robert A. Ryan, Esq.

CORRESP
1
filename1.htm

Document

 SIDLEY AUSTIN LLP

787 SEVENTH AVENUE

NEW YORK, NY 10019

+1 212 839 5300

+1 212 839 5599 FAX

AMERICA  •  ASIA PACIFIC  •  EUROPE

April 5, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tonya Aldave

 James Lopez

Re: Aspen Insurance Holdings Limited

 Amendment No. 1 to Registration Statement on Form F-1

 Filed February 1, 2024

 File No. 333-276163

Ladies and Gentlemen:

On behalf of our client, Aspen Insurance Holdings Limited (“Aspen” or the “Registrant”), we hereby submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated February 20, 2024 (the “Comment Letter”), relating to the above referenced Registration Statement on Form F-1 filed with the Commission (the “Registration Statement”).  We are concurrently filing via EDGAR this letter and a second amendment to the Registration Statement (“Amendment No. 2”).

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Registrant’s response in ordinary type.  Except for the page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to Amendment No. 2. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 2.

Page 2

General

1.We note your response to prior comment 4 and reissue. Because CAGR only represents two discrete snapshots in time but does not show trends or events during the periods represented, please balance your disclosure by also including the annual rates for the periods represented and indicate that such growth trends may not continue.

Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on pages 7, 11-13, 15, 141, 146, 148, 149 and 151 of Amendment No. 2.

Risk Factors, page 28

2.We note your response to prior comment 3. Please add a separately captioned risk factor describing your multiple class share structure, the disparate voting rights, and the risks the structure presents to investors.

Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure to include a risk factor titled “Our multiple class share structure could impact our ability to engage in certain transactions, change the composition of the Board and prohibit us from paying dividends to our ordinary shareholders” on page 65 of Amendment No. 2.

Management’s Discussion and Analysis, page 82

3.We note your response to prior comment 7 and the revised disclosure on page 83 addressing macro effects of inflation. We note the discussion on page 31 regarding the current hard market cycle, which you indicate has been supported partly by inflation. We also note discussions on pages 34 and 35 regarding inflation and related economic factors potentially impacting, for example, reserves, the debt securities portfolio and policy holder loss costs. However, we are unable to locate revised disclosure in Management’s Discussion and Analysis other than the macro effects on page 83. Please revise the period-to-period analyses to address the extent to which inflation and related economic factors have materially impacted your financial condition, changes in financial condition and results of operations.

Response: In response to the Staff’s comment, the Registrant has added disclosure on pages 101-102, 104, 113-114 and 119 of Amendment No. 2.  The Registrant respectfully advises the Staff that inflation and related economic factors have not otherwise materially impacted the Registrant’s period-to-period analyses of its financial condition, changes in financial condition or results of operations.

Conflicts Committee, page 179

4.We note your response to prior comment 12. We also note Apollo’s operations and interests in other entities engaged in insurance. Given Apollo’s control as described on

Page 3

page 23, please revise to address potential conflicts of interest and include risk factor disclosure as appropriate.

Response: The Registrant acknowledges the Staff’s comment and has added disclosure on pages 22, 24-25, 58-60, 159 and 180 of Amendment No. 2, including a risk factor titled “Following this offering, we will continue to be controlled by Apollo, and Apollo’s interests may conflict with our interests and the interests of our other shareholders.”

Executive Compensation

Summary of Compensation, page 201

5.Please update your executive compensation disclosure for the 2023 fiscal year. Refer to Item 6.B. of Form 20-F.

Response: The Registrant acknowledges the Staff’s comment and has added disclosure on page 182 of Amendment No. 2.

Principal and Selling Shareholders, page 202

6.We note your footnote (1) to the beneficial ownership table on page 203. Please disclose the natural person or persons who have voting and dipositive control over the shares held by Highlands Bermuda Holdco, Ltd.

Response: The Registrant acknowledges the Staff’s comment and has added disclosure on pages 187-188 of Amendment No. 2.

Exclusive Jurisdiction, page 215

7.We note your response to prior comment 13 and reissue. Your revised disclosure on pages 62 and 215 appears to indicate that the exclusive jurisdiction provision does not apply to actions arising under the Securities Act or Exchange Act. If so, please revise to state this clearly here and on page 62. In addition, ensure that the exclusive forum provision in the governing documents also states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

Response: The Registrant acknowledges the Staff’s comment and has added disclosure on pages 68 and 200 to indicate that the exclusive jurisdiction provision does not apply to actions arising under the Securities Act or Exchange Act.  Additionally, the Registrant advises the Staff that it will continue to include such clarifying statement in similar disclosures in future filings.

* * * *

Page 4

If you have questions with respect to Amendment No. 2 or the responses set forth above, please direct the questions to me at 212-839-5684 or sgandhi@sidley.com.

Sincerely,

/s/ Samir A. Gandhi

Samir A. Gandhi

cc: David Amaro, Aspen Insurance Holdings Limited

 Robert A. Ryan, Sidley Austin LLP

 Adam M. Gross, Sidley Austin LLP

 Marc D. Jaffe, Latham & Watkins LLP

 Erika L. Weinberg, Latham & Watkins LLP

United States securities and exchange commission logo
February 20, 2024
Mark Cloutier
Chief Executive Officer
Aspen Insurance Holdings Limited
141 Front Street
Hamilton, HM19
Bermuda
Re:Aspen Insurance Holdings Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed February 1, 2024
File No. 333-276163
Dear Mark Cloutier:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 12, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1
General
1.We note your response to prior comment 4 and reissue. Because CAGR only represents
two discrete snapshots in time but does not show trends or events during the periods
represented, please balance your disclosure by also including the annual rates for the
periods represented and indicate that such growth trends may not continue.
Risk Factors, page 28
2.We note your response to prior comment 3. Please add a separately captioned risk factor
describing your multiple class share structure, the disparate voting rights, and the risks the
structure presents to investors.

 FirstName LastNameMark Cloutier
 Comapany NameAspen Insurance Holdings Limited
 February 20, 2024 Page 2
 FirstName LastNameMark Cloutier
Aspen Insurance Holdings Limited
February 20, 2024
Page 2
Management's Discussion and Analysis, page 82
3.We note your response to prior comment 7 and the revised disclosure on page 83
addressing macro effects of inflation. We note the discussion on page 31 regarding the
current hard market cycle, which you indicate has been supported partly by inflation. We
also note discussions on pages 34 and 35 regarding inflation and related economic factors
potentially impacting, for example, reserves, the debt securities portfolio and policy
holder loss costs. However, we are unable to locate revised disclosure in Management's
Discussion and Analysis other than the macro effects on page 83. Please revise the period-
to-period analyses to address the extent to which inflation and related economic factors
have materially impacted your financial condition, changes in financial condition and
results of operations.
Conflicts Committee, page 179
4.We note your response to prior comment 12. We also note Apollo's operations and
interests in other entities engaged in insurance. Given Apollo's control as described on
page 23, please revise to address potential conflicts of interest and include risk factor
disclosure as appropriate.
Executive Compensation
Summary of Compensation, page 201
5.Please update your executive compensation disclosure for the 2023 fiscal year. Refer to
Item 6.B. of Form 20-F.
Principal and Selling Shareholders, page 202
6.We note your footnote (1) to the beneficial ownership table on page 203. Please disclose
the natural person or persons who have voting and dipositive control over the shares held
by Highlands Bermuda Holdco, Ltd.
Exclusive Jurisdiction, page 215
7.We note your response to prior comment 13 and reissue. Your revised disclosure on pages
62 and 215 appears to indicate that the exclusive jurisdiction provision does not apply to
actions arising under the Securities Act or Exchange Act. If so, please revise to state this
clearly here and on page 62.  In addition, ensure that the exclusive forum provision in the
governing documents also states this clearly, or tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities
Act or Exchange Act.

 FirstName LastNameMark Cloutier
 Comapany NameAspen Insurance Holdings Limited
 February 20, 2024 Page 3
 FirstName LastName
Mark Cloutier
Aspen Insurance Holdings Limited
February 20, 2024
Page 3
            Please contact Tonya Aldave at 202-551-3601 or James Lopez at 202-551-3536 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Robert A. Ryan, Esq.

CORRESP
1
filename1.htm

Document

 SIDLEY AUSTIN LLP

787 SEVENTH AVENUE

NEW YORK, NY 10019

+1 212 839 5300

+1 212 839 5599 FAX

AMERICA  •  ASIA PACIFIC  •  EUROPE

February 1, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tonya Aldave

 James Lopez

Re: Aspen Insurance Holdings Limited

 Registration Statement on Form F-1

 Filed December 20, 2023

 File No. 333-276163

Ladies and Gentlemen:

On behalf of our client, Aspen Insurance Holdings Limited (“Aspen” or the “Registrant”), we hereby submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated January 12, 2024 (the “Comment Letter”), relating to the above referenced Registration Statement on Form F-1 filed with the Commission (the “Registration Statement”). We are concurrently filing via EDGAR this letter and an amendment to the Registration Statement (“Amendment No. 1”).

In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Registrant’s response in ordinary type. Except for the page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to Amendment No. 1. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 1.

Page 2

General

1.Please provide us with supplemental 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, have presented or expect to present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of those communications. Please contact Tonya K. Aldave at (202) 551-3601 to discuss how to submit the materials, if any, to us for our review.

Response: The Registrant confirms to the Staff that it will provide the Staff, on a confidential basis under separate cover, copies of all written communications presented to potential investors in reliance on Section 5(d) of the Securities Act.

2.Please revise your business, risk factors and management’s discussion and analysis sections to discuss any geographic concentrations and discuss the ways in which these risks are managed. As an example only, we note your disclosure on pages 105 and 107 describing the negative impact on your financial results due to Hurricane Ian.

Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on pages 167-169 of Amendment No. 1 to include disclosure of gross written premium based on the geographic location of the insured for both its insurance and reinsurance segments. The Registrant respectfully advises the Staff, however, that on this point in Amendment No. 1, it does not believe it is subject to any particular geographic concentration that presents a material risk. As such, the Registrant has refrained from further expanding its risk factors.

3.Please revise your cover page, summary, and risk factors sections to disclose your multiple class share structure (common shares and various preferred shares, such as fixed-to-floating rate perpetual non-cumulative preference Shares (“AHL PRC Shares”), 5.625% perpetual non-cumulative preference shares (“AHL PRD Shares”), and 5.625% perpetual non-cumulative preference shares (“AHL PRE Shares”) represented by depositary shares) and explain the nature of the disparate voting rights and the risks the structure presents to investors.

Response: The Registrant acknowledges the Staff’s comment and has revised its disclosure on the cover page and page 21 of Amendment No. 1 to include further details related to its several classes of shares. The Registrant respectfully advises the Staff that the voting rights of each class and series of shares and certain risks associated with the Registrant’s ordinary shares relative to its other share classes are disclosed on pages 56, 60, 74 and 209-219 of the Registration Statement and certain additional disclosures have been included in these instances in Amendment No. 1 to provide further clarity to investors.

4.We note that throughout the prospectus you often describe the industry and your performance using compound annual growth rate (“CAGR”). Because CAGR only represents two discrete snapshots in time, but does not show trends or events during the

Page 3

period represented, please balance your disclosure by also including the annual rates for the periods represented.

Response: In response to the Staff’s comment, the Registrant has revised its disclosure on pages 12 and 169 of Amendment No. 1 to include the specific amounts of fee income and ACM third-party capital for each of the years in the period (2018-2022) represented by the graphic. In addition, the Registrant respectfully advises the Staff that the graphic presented on pages 6 and 162 includes the gross written premiums for each of the years in the period (2018-2022) represented. Accordingly, the Registrant thus believes any year-to-year growth for each of the aforementioned metrics during the periods presented is reflected by the respective graphic and can be easily calculated by an investor.

Further, the Registrant respectfully notes that the annual rates for the 2018-2022 CAGRs presented on pages 10-11, 14, 162, 167, 169 and 171 of Amendment No. 1 can be easily calculated by an investor by reference to the tables on pages 96-101, which show the gross written premiums for continuing lines within our reinsurance and insurance segments for each of the years in the period.

5.We note the statement on page 18 that “Lloyd’s is the world’s largest specialty insurance marketplace.” We also note the discussion of your syndicate, recent changes to your strategy with respect to the Lloyd’s market, and the cross reference on page 47 to the term “Funds at Lloyd’s.” Please revise the summary section to explain the Lloyd’s market in plain English as well as your participation and financial relationships with and obligations to the market.

Response: In response to the Staff’s comment, the Registrant has added disclosure on pages 18 and 175 of Amendment No. 1 to further describe the Lloyd’s market. In addition, the Registrant has supplemented its disclosure on pages 18 and 175 of Amendment No. 1 to further describe the Registrant’s participation in the Lloyd’s market.

Management’s Discussion and Analysis, page 122

6.Please revise to quantify the significant contributors to material changes where multiple factors generate such period-to-period changes, as well as the extent to which such changes are attributable to changes in prices or to changes in volume. As non-exclusive examples, we note the first two paragraphs on page 123 and the first paragraph after the table on page 134.

Response: In response to the Staff’s comment, the Registrant has revised its disclosure on pages 114, 118, 120, 122, 124, 131, 135 and 138-139 of Amendment No. 1.

7.Please revise to address the trends in inflation, increasing rates and the “higher rate environment,” as referenced elsewhere in your prospectus, including in the carryover risk factor on pages 31-32, the first risk factor on page 38, and pages 117 and 130. We also note references to trends in “higher economic uncertainty and inflation,” for example on page 107. However, we are unable to locate further discussion of these

Page 4

uncertainties and trends responsive to Item 5.A. of Form 20-F. Please revise accordingly.

Response: In response to the Staff’s comment, the Registrant has added disclosure on pages 82-83 of Amendment No. 1.

Liquidity and Capital Resources, page 145

8.Please revise to identify and summarize -- in quantified terms -- your principal sources of liquidity, including letters of credit, credit facilities and other sources, including those referenced on pages F-73 to F-76.

Response: In response to the Staff’s comment, the Registrant has added disclosure on page 146 of Amendment No. 1 to clarify its principal sources of liquidity.

Business, page 160

9.We note that your website describes three business units -- insurance, reinsurance and capital partners -- but your prospectus only describes insurance and reinsurance business units. Please revise to address the capital partners unit or tell us why you do not believe such disclosure is material.

Response: In response to the Staff’s comment, the Registrant confirms to the Staff that it only operates two business units, insurance and reinsurance. These two business units are consistent with the Registrant’s reporting of its reportable segments. Accordingly, the Registrant advises the Staff that it will undertake to revise its website as soon as practicable and in any event no later than the commencement of the road show related to the offering to clarify that the Registrant only operates two business units.

10.Please revise your business section to describe what percentage of your business is derived from the United States market and from international markets and provide a breakdown by business line as applicable.

Response: The Registrant acknowledges the Staff’s comment and has added disclosure on pages 167-169 of Amendment No. 1.

Strong Balance Sheet, page 169

11.Please briefly explain your statement on page 170 that your “strong positioning as a go-forward business is supported by the LPT transaction with Enstar, which provides protection against deterioration on pre-2020 accident year carried reserves.”

Response: The Registrant acknowledges the Staff’s comment and has added disclosure on pages 15 and 172 of Amendment No. 1.

Page 5

Conflicts Committee, page 177

12.Given the affiliation with Apollo, revise here or where appropriate to further clarify the policies and procedures applicable to material transactions between Aspen Holdings and/or its subsidiaries and Apollo or Apollo’s non-Aspen affiliates. Clarify the size and type of transactions that the committee will be responsible for overseeing.

Response: The Registrant acknowledges the Staff’s comment, and respectfully notes that additional disclosure regarding the Registrant’s Conflicts Committee, including the size and types of transactions the committee is responsible for overseeing, is set forth on pages 207-208 of Amendment No. 1. To clarify the disclosure, the Registrant has added a cross-reference to this language on pages 179 and 199 of Amendment No. 1.

Exclusive Jurisdiction, page 212

13.We note that your forum selection provision identifies the Supreme Court of Bermuda as the exclusive forum for certain litigation. Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

Response: The Registrant acknowledges the Staff’s comment and has added disclosure on pages 62 and 215 of Amendment No. 1.

Exhibits

14.Refer to your disclosure on page 201 under “Material Contracts and Related Party Transactions” section. Please file the investment management agreement with Apollo Asset Management Europe PC LLP, as an exhibit to your registration statement or tell us why you have not filed it.

Response: The Registrant acknowledges the Staff’s comment, and respectfully advises the Staff that it expects to enter into a new investment management agreement with Apollo Asset Management Europe PC LLP (or another Apollo affiliate), and terminate the existing investment management agreement, prior to the completion of the offering

Page 6

that is the subject of the Registration Statement. Once such agreement is executed, the Registrant intends to update the Registration Statement to reflect its appropriate terms and conditions, and will make a determination as to whether it believes it is required to be filed as an exhibit to the Registration Statement.

* * * *

Page 7

If you have questions with respect to Amendment No. 1 or the responses set forth above, please direct the questions to me at 212-839-5684 or sgandhi@sidley.com.

Sincerely,

/s/ Samir A. Gandhi

Samir A. Gandhi

cc: David Amaro, Aspen Insurance Holdings Limited

 Robert A. Ryan, Sidley Austin LLP

 Adam M. Gross, Sidley Austin LLP

 Marc D. Jaffe, Latham & Watkins LLP

 Erika L. Weinberg, Latham & Watkins LLP

United States securities and exchange commission logo
January 12, 2024
Mark Cloutier
Chief Executive Officer
Aspen Insurance Holdings Limited
141 Front Street
Hamilton, HM19
Bermuda
Re:Aspen Insurance Holdings Limited
Registration Statement on Form F-1
Filed December 20, 2023
File No. 333-276163
Dear Mark Cloutier:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-1
General
1.Please provide us with supplemental 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, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of
those communications. Please contact Tonya K. Aldave at (202) 551-3601 to discuss how
to submit the materials, if any, to us for our review.
2.Please revise your business, risk factors and management's discussion and analysis
sections to discuss any geographic concentrations and discuss the ways in which these
risks are managed. As an example only, we note your disclosure on pages 105 and 107
describing the negative impact on your financial results due to Hurricane Ian.

 FirstName LastNameMark Cloutier
 Comapany NameAspen Insurance Holdings Limited
 January 12, 2024 Page 2
 FirstName LastNameMark Cloutier
Aspen Insurance Holdings Limited
January 12, 2024
Page 2
3.Please revise your cover page, summary, and risk factors sections to disclose
your multiple class share structure (common shares and various preferred shares, such as
fixed-to-floating rate perpetual non-cumulative preference Shares (“AHL PRC
Shares”), 5.625% perpetual non-cumulative preference shares (“AHL PRD Shares”), and
5.625% perpetual non-cumulative preference shares (“AHL PRE Shares”) represented by
depositary shares) and explain the nature of the disparate voting rights and the risks the
structure presents to investors.
4.We note that throughout the prospectus you often describe the industry and
your performance using compound annual growth rate ("CAGR"). Because CAGR
only represents two discrete snapshots in time, but does not show trends or events during
the period represented, please balance your disclosure by also including the annual rates
for the periods represented.
5.We note the statement on page 18 that "Lloyd’s is the world’s largest specialty insurance
marketplace." We also note the discussion of your syndicate, recent changes to your
strategy with respect to the Lloyd's market, and the cross reference on page 47 to the term
"Funds at Lloyd's." Please revise the summary section to explain the Lloyd's market in
plain English as well as your participation and financial relationships with and obligations
to the market.
Management's Discussion and Analysis, page 122
6.Please revise to quantify the significant contributors to material changes where multiple
factors generate such period-to-period changes, as well as the extent to which such
changes are attributable to changes in prices or to changes in volume. As non-exclusive
examples, we note the first two paragraphs on page 123 and the first paragraph after the
table on page 134.
7.Please revise to address the trends in inflation, increasing rates and the "higher rate
environment," as referenced elsewhere in your prospectus, including in the carryover risk
factor on pages 31-32, the first risk factor on page 38, and pages 117 and 130. We also
note references to trends in "higher economic uncertainty and inflation," for example on
page 107. However, we are unable to locate further discussion of these uncertainties and
trends responsive to Item 5.A. of Form 20-F. Please revise accordingly.
Liquidity and Capital Resources, page 145
8.Please revise to identify and summarize -- in quantified terms -- your principal sources of
liquidity, including letters of credit, credit facilities and other sources, including those
referenced on pages F-73 to F-76.
Business, page 160
9.We note that your website describes three business units -- insurance, reinsurance and
capital partners -- but your prospectus only describes insurance and reinsurance business

 FirstName LastNameMark Cloutier
 Comapany NameAspen Insurance Holdings Limited
 January 12, 2024 Page 3
 FirstName LastNameMark Cloutier
Aspen Insurance Holdings Limited
January 12, 2024
Page 3
units. Please revise to address the capital partners unit or tell us why you do not believe
such disclosure is material.
10.Please revise your business section to describe what percentage of your business is
derived from the United States market and from international markets and provide a
breakdown by business line as applicable.
Strong Balance Sheet, page 169
11.Please briefly explain your statement on page 170 that your "strong positioning as a go-
forward business is supported by the LPT transaction with Enstar, which provides
protection against deterioration on pre-2020 accident year carried reserves."
Conflicts Committee, page 177
12.Given the affiliation with Apollo, revise here or where appropriate to further clarify the
policies and procedures applicable to material transactions between Aspen Holdings
and/or its subsidiaries and Apollo or Apollo’s non-Aspen affiliates. Clarify the size and
type of transactions that the committee will be responsible for overseeing.
Exclusive Jurisdiction, page 212
13.We note that your forum selection provision identifies the Supreme Court of Bermuda as
the exclusive forum for certain litigation. Please disclose whether this provision applies to
actions arising under the Securities Act or Exchange Act. In that regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder. If the provision applies to Securities
Act claims, please also revise your prospectus to state that there is uncertainty as to
whether a court would enforce such provision and that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder. If this provision
does not apply to actions arising under the Securities Act or Exchange Act, please also
ensure that the exclusive forum provision in the governing documents states this clearly,
or tell us how you will inform investors in future filings that the provision does not apply
to any actions arising under the Securities Act or Exchange Act.
Exhibits
14.Refer to your disclosure on page 201 under "Material Contracts and Related Party
Transactions" section. Please file the investment management agreement with Apollo
Asset Management Europe PC LLP, as an exhibit to your registration statement or tell us
why you have not filed it.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameMark Cloutier
 Comapany NameAspen Insurance Holdings Limited
 January 12, 2024 Page 4
 FirstName LastName
Mark Cloutier
Aspen Insurance Holdings Limited
January 12, 2024
Page 4
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tonya Aldave at 202-551-3601 or James Lopez at 202-551-3536 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Robert A. Ryan, Esq.

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Aspen Insurance Holdings Limited

141 Front Street

Hamilton, HM 19

Bermuda

June 22, 2023

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Robert Arzonetti

  Division of Corporation Finance

  Office of Finance

Aspen Insurance Holdings Limited

Registration Statement on

Form F-3 (File No. 333-272650)

Dear Mr. Arzonetti:

Pursuant to Rule 461 of the Securities Act of
1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form F-3 of Aspen Insurance
Holdings Limited (the “Company”) be accelerated to June 26, 2023 at 4:00 p.m. E.D.T. or as soon thereafter as may be practicable.

We understand that the Staff will consider this
request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the
issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Brian
M. Janson of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3588.

*****

  Very truly yours,

  By:
  /s/ David Amaro

  Name:
  David Amaro

  Title:
  Group General Counsel & Company
Secretary

United States securities and exchange commission logo
June 21, 2023
Mark Cloutier
Executive Chairman, Group Chief Executive Officer and Director
Aspen Insurance Holdings Limited
141 Front Street
Hamilton, HM19
Bermuda
Re:Aspen Insurance Holdings Limited
Registration Statement on Form F-3
Filed June 14, 2023
File No. 333-272650
Dear Mark Cloutier:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Arzonetti at (202) 551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Brian M. Janson

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Aspen Insurance Holdings Limited

141 Front Street

Hamilton HM 19

Bermuda

June 17, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Financial Services

100 F Street, NE

Washington, D.C. 20549

Re: Aspen Insurance Holdings Limited-Request for Acceleration

Registration Statement on Form S-3

(File No. 333-231937)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Aspen Insurance Holdings Limited hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-3 (the “Registration Statement”) be accelerated to June 19, 2020 at 4:00 p.m. Eastern Time or as soon as practicable thereafter.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Sincerely,

Aspen Insurance Holdings Limited

By:

 /s/ Silvia Martinez

Name:

 Silvia Martinez

Title:

 Group General Counsel and Company Secretary

cc:

 Michael Groll and Joseph Ferraro, Willkie Farr & Gallagher LLP

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Aspen Insurance Holdings Limited

141 Front Street

Hamilton HM 19

Bermuda

June 17, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Financial Services

100 F Street, NE

Washington, D.C. 20549

Re: Aspen Insurance Holdings Limited-Request for Acceleration

Registration Statement on Form S-3

(File No. 333-231937)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Aspen Insurance Holdings Limited hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-3 (the “Registration Statement”) be accelerated to June 19, 2019 at 4:00 p.m. Eastern Time or as soon as practicable thereafter.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Sincerely,

Aspen Insurance Holdings Limited

By:

 /s/ Silvia Martinez

Name:

 Silvia Martinez

Title:

 Group General Counsel and Company Secretary

cc:

 Michael Groll and Joseph Ferraro, Willkie Farr & Gallagher LLP

June 7, 2019
Scott Kirk
Group Chief Financial Officer
Aspen Insurance Holdings Limited
141 Front Street
Hamilton HM 19
Bermuda
Re:Aspen Insurance Holdings Limited
Registration Statement on Form S-3
Filed June 4, 2019
File No. 333-231937
Dear Mr. Kirk:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Michael Groll, Esq.

February 16, 2018
Scott Kirk
Chief Financial Officer
Aspen Insurance Holdings Ltd.
141 Front Street
Hamilton, HM 19
Bermuda
Re:Aspen Insurance Holdings Ltd.
Form 10-K for fiscal year ended December 31, 2016
Filed February 22, 2017
File No. 001-31909
Dear Mr. Kirk:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Division of Corporation Finance
Office of Healthcare & Insurance

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February 14, 2018

VIA EMAIL AND EDGAR

Ms. Lisa Vanjoske and Mr. Jim Rosenberg

Division of Corporation Finance

Office of Healthcare & Insurance

United States Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549

Re:     Letter Dated January 23, 2018

Aspen Insurance Holdings Limited

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 22, 2017

File No. 001-31909

Dear Ms. Vanjoske and Mr. Rosenberg:

We are responding to the letter dated January 23, 2018 (the “Letter”) from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) which was in response to our letter dated January 9, 2018 concerning the Form 10-K for the year ended December 31, 2016 of Aspen Insurance Holdings Limited and its subsidiaries (collectively, the “Company”, “we” or “our”).

Set forth below are the Company’s responses to the comments raised by the Staff in the Letter. For the convenience of the Staff, we have repeated the Commission’s comments (displayed in italics) immediately prior to our responses.

Form 10-K for Fiscal Year Ended December 31, 2016

Notes to the Audited Consolidated Financial Statements

12. Reserves for Losses and Loss Adjustment Expenses, page F-41

1.

 “We note from the tables you provided us in response to our prior comment 2 that:

•

 Claims payment patterns and duration vary considerably among lines of business within both the Aspen Insurance and Aspen Re reporting segments.

•

 Development for each line of business differs significantly both in amount and directionally (i.e. favorably versus unfavorably) among the lines of business within both the Aspen Insurance and Aspen Re reporting segments. For example:

◦

 For accident year 2014 for Aspen Insurance, 2015 favorable development occurred mainly in Property & Casualty, and 2016 favorable development in Marine Energy was substantively offset by 2016 unfavorable development in Property & Casualty.

◦

 For accident year 2015 for Aspen Re, 2016 significant favorable development in Property was partially offset by 2016 unfavorable development in both the Casualty and Specialty lines.

Accordingly, it appears that the aggregation of lines of business obscures meaningful trending information. As a result, we believe that further disaggregation of Aspen Insurance and Aspen RE in the tables presenting incurred claims and cumulative paid claims is necessary pursuant to ASC 944-40-50-4H. Please tell us the separate tables

1

you intend to present beginning with your Form 10-K for the year ended December 31, 2017 upon disaggregating. Also as you did not explain within Aspen Insurance why Property & Casualty should not be disaggregated, please provide us information such as claims payment pattern and duration and development amounts and trends to support why aggregating these lines is appropriate.”

Having considered the Staff’s comments, the Company will disaggregate the lines of business within our reporting segments, Aspen Insurance and Aspen Re, disclosing incurred claims and cumulative paid claims on a net of reinsurance basis by line of business within the Form 10-K for the year ended December 31, 2017. The Company will also disaggregate property insurance lines from casualty insurance lines, providing separate tabular disclosure for each.

Accordingly, separate claims development triangles for the following lines of business will be disclosed:

•

 Property Insurance Lines

•

 Casualty Insurance Lines

•

 Marine, Aviation and Energy Insurance Lines

•

 Financial and Professional Insurance Lines

•

 Property Catastrophe and Other Property Reinsurance

•

 Casualty Reinsurance

•

 Specialty Reinsurance

Presented below are illustrative claims development triangles, by the lines of business described above, that will be disclosed in the Form 10-K for the year ended December 31, 2017 which we intend to file on or about February 22, 2018.

2

3

4

5

Thank you for your consideration of the responses. If you have any further questions or comments, please contact me at 011-44-207-184-8804, Joseph Ferraro of Willkie Farr & Gallagher LLP at 011-44-203-580-4707 or Michael Groll of Willkie Farr & Gallagher LLP at 1-212-728-8616.

Yours sincerely,

Scott Kirk

Chief Financial Officer

Aspen Insurance Holdings Limited

Cc:

 Michael Cain

Grahame Dawe

Silvia Martinez

Marc MacGillivray

Aspen Insurance Holdings Limited

Salim Tharani

KPMG LLP

Joseph Ferraro

Michael Groll

Willkie Farr & Gallagher LLP

6

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January 24, 2018

VIA EMAIL AND EDGAR

Lisa Vanjoske

Division of Corporation Finance

Office of Healthcare & Insurance

United States Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549

Re:     Letter Dated January 23, 2018

Aspen Insurance Holdings Limited

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 22, 2017

File No. 001-31909

Dear Ms. Vanjoske:

I refer to your letter dated January 23, 2018 in relation to the above addressed to Scott Kirk, Chief Financial Officer of Aspen Insurance Holdings Limited (“Aspen”).

Aspen notes the content of your letter and will respond within a timely manner. Your comments, however, relate to issues of detail which will require considerable coordination, both internally and with our external advisors. As advised during our telephone conversation on January 24, 2018, Aspen does not believe that it will be possible to respond to your letter within the 10 business day period you have requested due to Aspen’s year-end closing process. Accordingly, Aspen respectfully requests an extension to file its response to your letter until February 20, 2018.

Thank you for your consideration of our request for an extension. If you have any questions or would like to discuss this issue further, please do not hesitate to contact me at +44 207 184 8189 or via email at silvia.martinez@aspen.co.

Yours sincerely,

Aspen Insurance Holdings Limited

/s/ Silvia Martinez

Silvia Martinez

Associate Group General Counsel

cc: Jim Rosenberg, Securities and Exchange Commission

1

January 23, 2018
Scott Kirk
Chief Financial Officer
Aspen Insurance Holdings Ltd.
141 Front Street
Hamilton, HM 19
Bermuda
Re:Aspen Insurance Holdings Ltd.
Form 10-K for fiscal year ended December 31, 2016
Filed February 22, 2017
File No. 001-31909
Dear Mr. Kirk:
            We have reviewed your January 9, 2018 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in
our December 20, 2017 letter.
Form 10-K for the year ended December 31, 2016
Notes to the Audited Consolidated Financial Statements
12. Reserves for Losses and Loss Adjustment Expenses, page F-41
1.We note from the tables you provided us in response to our prior comment 2 that:
•Claims payment patterns and duration vary considerably among lines of business
within both the Aspen Insurance and Aspen Re reporting segments.
•Development for each line of business differs significantly both in amount
and directionally (i.e. favorably versus unfavorably) among the lines of business
within both the Aspen Insurance and Aspen Re reporting segments.  For example:

 FirstName LastNameScott Kirk
 Comapany NameAspen Insurance Holdings Ltd.
 June 16, 2017 Page 2
 FirstName LastName
Scott Kirk
Aspen Insurance Holdings Ltd.
January 23, 2018
Page 2
oFor accident year 2014 for Aspen Insurance, 2015 favorable
development occurred mainly in Property & Casualty, and 2016 favorable
development in Marine Energy was substantively offset by 2016 unfavorable
development in Property & Casualty.
oFor accident year 2015 for Aspen Re, 2016 significant favorable development in
Property was partially offset by 2016 unfavorable development in both the
Casualty and Specialty lines.
Accordingly, it appears that the aggregation of lines of business obscures meaningful
trending information.  As a result, we believe that further disaggregation of Aspen
Insurance and Aspen RE in the tables presenting incurred claims and cumulative paid
claims is necessary pursuant to ASC 944-40-50-4H.  Please tell us the separate tables you
intend to present beginning with your Form 10-K for the year ended December 31, 2017
upon disaggregating. Also as you did not explain within Aspen Insurance why Property
& Casualty should not be disaggregated, please provide us information such as claims
payment pattern and duration and development amounts and trends to support why
aggregating these lines is appropriate.
            You may contact Lisa Vanjoske at 202-551-3614 or Jim Rosenberg at 202-551-
3679 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance

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January 9, 2018

VIA EMAIL AND EDGAR

Ms. Lisa Vanjoske and Mr. Jim Rosenberg

Division of Corporation Finance

Office of Healthcare & Insurance

United States Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549

Re:     Letter Dated December 20, 2017

Aspen Insurance Holdings Limited

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 22, 2017

File No. 001-31909

Dear Ms. Vanjoske and Mr. Rosenberg:

We are responding to the letter, dated December 20, 2017, from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) concerning the Form 10-K for the year ended December 31, 2016 of Aspen Insurance Holdings Limited and its subsidiaries (collectively, the “Company”, “we” or “our”).

Set forth below are the Company’s responses to the comments raised by the Staff. For the convenience of the Staff, we have repeated the Commission’s comments (displayed in italics) immediately prior to our responses.

Form 10-K for Fiscal Year Ended December 31, 2016

Notes to the Audited Consolidated Financial Statements

5. Segment reporting, page F-18

1.

 Please tell us whether you aggregate operating segments within each of your two reporting segments. If so, describe each operating segment within each reporting segment that is aggregated and how you met each of the criteria in ASC 280-10-50-11. If not, please explain to us what your disclosure means with respect to the "Company has considered similarities in economic characteristics, products, customers, distribution, the regulatory environment of the Company’s business segments and quantitative thresholds to determine the Company’s reportable segments.”

The Company has concluded that none of the lines of business within its two reporting segments, Aspen Insurance and Aspen Reinsurance (“Aspen Re”), qualify as operating segments pursuant to ASC 280-10-50-11. As a result, the Company has not aggregated operating segments for reporting purposes.

Aspen Insurance and Aspen Re each write numerous lines of business and the Company has concluded that none of these lines of business satisfy all of the characteristics under ASC 280-10-50-1, among other factors, and therefore do not qualify as operating segments. As a result, the Company has concluded that Aspen Insurance and Aspen Re are the Company’s operating and reporting segments.

1

While the lines of business within Aspen Insurance and Aspen Re earn revenues and incur expenses, the operating results of the lines of business are not presented to and reviewed by the Company’s chief operating decision maker (in the case of the Company, the Group Executive Committee given that it evaluates the Company’s performance and decides how to allocate resources). Rather, the Company’s financial reporting activities are based on management and governance structures embedded to support Aspen Insurance and Aspen Re as the Company’s two reporting segments. Each reporting segment has its own Chief Executive Officer who is a member of the Group Executive Committee and reports to the Group Executive Committee on the activities, financial results and forecasts of their respective reporting segment. The Chief Executive Officers of Aspen Insurance and Aspen Re are likewise each supported by a separate segment executive committee.

In addition, the vast majority of internal management information is provided at a reporting segment level to the Group Executive Committee and to the Company’s Board of Directors on a quarterly basis. While the Company’s budgets and forecasts are prepared from the ground up taking into account certain financial information at the line of business level, the approved business plan establishes overall performance objectives for each of the two reporting segments by reference to separate operating return on equity (“ROE”) targets. The Aspen Insurance and Aspen Re business plans are reviewed by the relevant segment executive committee before they are ultimately considered and approved by the Group Executive Committee and the Company’s Board of Directors.

Remuneration funding is also determined by reference to  reporting segment performance rather than by the performance of specific lines of business within a reporting segment. In particular, beginning in 2017, the Company has established a separate bonus pool for Aspen Insurance and Aspen Re. These pools are assessed by reference to the operating ROE result for the relevant reporting segment versus that segment’s target operating ROE. Bonus pool funding for members of the Group Executive Committee and those in corporate functions is based on the collective performance of the two reporting segments and, if relevant, by reference to the member’s specific segment result.

The Company has previously disclosed in the Form 10-K that it "has considered similarities in economic characteristics, products, customers, distribution, the regulatory environment of the Company’s business segments and quantitative thresholds to determine the Company’s reportable segments.” This statement relates to the determination made by the Company as to the difference between the two reporting segments and why it believes each qualifies as a separate reporting segment, rather than a statement as to the underlying lines of business within each reporting segment. The statement means that, in general, Aspen Insurance writes higher volume lower value business while Aspen Re business tends to be higher value and lower volume. Aspen Insurance likewise distributes business through a wide range of national and regional brokers while Aspen Re business is dominated by a few global brokers. Aspen Insurance products also tend to have a greater degree of standardization while Aspen Re policies tend to be more bespoke. In common with the insurance and reinsurance sectors, the Aspen Insurance business tends to be more highly regulated, as compared to Aspen Reinsurance, based on the jurisdictions in which they operate. The Company’s business is therefore allocated to the two reporting segments on that basis. The Company is likewise mindful of the quantitative thresholds set out in ASU 280-10-50-12 for identifying stand-alone reportable segments.

In summary, the Company has determined the appropriateness of its reporting segment disclosure based on the identification of its two operating segments, namely Aspen Insurance and Aspen Re. To minimize confusion and enhance disclosure, the Company therefore proposes rephrasing the statement highlighted by the Staff in future filings with the Commission as follows: “The Company has determined its reportable segments, Aspen Insurance and Aspen Re, by

2

taking into account the manner in which management makes operating decisions and assesses operating performance.”

2. Reserves for Losses and Loss Adjustment Expenses, page F-41

We see from disclosure in your Form 8-K filed on December 6, 2017 that you provide loss triangles on your website in a much more disaggregated form and for more accident years than you presented herein. Please tell us why, and address the following:

 With regard to the tables herein of information about claims development by accident year, why you concluded that five years of information was sufficient when it appears that claims incurred typically remain outstanding for more than five years. Refer to ASC 944-40-50-4B. If you were relying on impracticability as discussed in ASC 944 -40-65-1.d. to limit the years presented to five, please advise.

 Why you did not disaggregate the tables of incurred claims and paid claims further into, for example, the lines of business you present on pages 9 and 11 of Form 10-K. In this regard, we are concerned that the tables may be aggregating lines with significantly different characteristics. Refer to ASC 944-40-50-4H. For each of the lines, provide us analysis of the characteristics to support your aggregation. If a line includes multiple lines such as with "property and casualty insurance" within the insurance segment, provide the analysis for each line. In your response provide us the individual tables by line, if available, or to the extent not available, provide us quantitative data by line such as claims payout period, incurred loss, claims paid and development per line for each of the last three years.

There were a number of factors which the Company considered when determining the sufficiency of accident year claims development disclosure in the Form 10-K. Ultimately, however, the Company relied on the impracticality provisions set out in ASC 944-40-65-1(e) to limit the disclosure of claims development to five years in the Form 10-K due to the following principal reasons:

•

 the prescribed format required in the Form 10-K (i.e., the disclosure of net claims information and consistent net claims development data for older accident years) was unavailable at the time of filing as the apportionment of ceded recoveries across lines of business and segments was not standardized in prior periods; and

•

 establishing suitable internal controls over financial reporting to comply with the requirements to design, develop and test systems to produce the underlying data was only practicable for more recent accident years.

In subsequent periods, and in line with the transitional provisions in ASU 944-40-65-1(e), the Company will incrementally increase its claims development disclosure so that, in time, a full ten years of development will be reported in its Form 10-K.

The Company did not disaggregate the tables of incurred claims and paid claims beyond its reporting segments in the Form 10-K due to the following factors:

•

 in accordance with ASU 944-40-50-4H, the Company aims to ensure that information in its filings is not obscured by the inclusion of a large amount of insignificant detail or the aggregation of items that have significantly different characteristics. The Company considered the similarities in the net claims development patterns of the majority of the lines of business written within each of the reporting segments;

3

•

 as noted in the response to question 1 above, the standard disaggregation used internally and in the majority of the Company’s external reports is at the reporting segment level; disclosure of information at a more disaggregated level is therefore less useful to a user of the Company’s accounts as information would be more difficult to reconcile to other disclosure in the financial statements and also less meaningful due to the way in which reinsurance recoveries related to multiple lines of business are allocated; and

•

 as further noted in the response to question 1 above, the Company’s chief operating decision maker (i.e. the Group Executive Committee) evaluates financial performance, including loss development, at the reporting segment level.

The Company did, however, publish gross loss development data in a more disaggregated form and for more accident years in its 2016 Global Loss Development Triangles as filed on a Current Report on Form 8-K with the Commission on December 6, 2017 (the “2016 Global Loss Triangles”) than disclosed under “Reserves for Losses and Loss Adjustment Expenses” on page F-41 of the Form 10-K. The Company considered it appropriate to publish more disaggregated information in its 2016 Global Loss Triangles in line with similar publications by peer companies for certain interested constituents and due to the following factors:

•

 the claims development information disclosed in the 2016 Global Loss Triangles was presented on a gross of reinsurance basis unlike the disclosure in the Form 10-K which was provided on a net of reinsurance basis. As a result, the Company did not have to revise the allocation of reinsurance recoveries which in prior periods had been made at a more aggregated level and when disaggregated would become less meaningful;

•

 the 2016 Global Loss Triangles are not subject to the same internal controls over financial reporting as apply to disclosures in the Form 10-K; and

•

 the 2016 Global Loss Triangles are published annually, not quarterly, and are not subject to filing deadlines.

The Staff have requested additional claims data at a line of business level for each of the last three years. As stated above, the claims information disclosed in the Form 10-K is presented on a net of reinsurance basis which, due to the nature of the Company’s reinsurance program, requires us to apportion reinsurance recoveries across lines of business and reporting segments.

Presented in the tables below on a gross of reinsurance basis is the analysis requested by the Staff for the Company’s lines of business. As can be seen from the tables below, the majority of established reserves for the Company’s lines of business in each of Aspen Insurance and Aspen Re exhibit similar claims development trends and patterns.

4

As a result, the Company concluded that presenting claims development tables at a reporting segment level did not obscure the development pattern of lines of business which have significantly different characteristics.

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filings, that Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K, and that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the Federal securities laws of the United States.

Thank you for your consideration of the responses. If you have any further questions or comments, please contact me at 011-44-207-184-8804, Joseph Ferraro of Willkie Farr & Gallagher LLP at 011-44-203-580-4707 or Michael Groll of Willkie Farr & Gallagher LLP at 1-212-728-8616.

Yours sincerely,

Scott Kirk

Chief Financial Officer

Aspen Insurance Holdings Limited

5

Cc:

 Michael Cain

Grahame Dawe

Silvia Martinez

Marc MacGillivray

Aspen Insurance Holdings Limited

Salim Tharani

KPMG LLP

Joseph Ferraro

Michael Groll

Willkie Farr & Gallagher LLP

6

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December 22, 2017

VIA EMAIL AND EDGAR

Lisa Vanjoske

Division of Corporation Finance

Office of Healthcare & Insurance

United States Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549

Re:     Letter Dated December 20, 2017

Aspen Insurance Holdings Limited

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 22, 2017

File No. 001-31909

Dear Ms. Vanjoske:

I refer to your letter of December 20, 2017 in relation to the above addressed to Scott Kirk, Chief Financial Officer of Aspen Insurance Holdings Limited. I also refer to our telephone conversation yesterday.

Aspen Insurance Holdings Limited notes the content of your letter and will respond within a timely manner. A number of your comments, however, relate to issues of detail which will require considerable coordination, both internally and with our external advisors. Given the timing of receipt of your letter and the pending holiday period we do not believe that it will be possible to facilitate this within the 10 business day response period your have requested.

Accordingly, as discussed on our telephone conversation yesterday, I am writing to advise that Aspen Insurance Holdings Limited has requested to respond to the comments in your letter by January 10, 2018. I trust that in light of the explanation set out above this timeframe is acceptable. If you would like to discuss this issue further, please do not hesitate to contact me at +44 207 184 8189 or via email at silvia.martinez@aspen.co.

Yours sincerely,

/s/ Silvia Martinez

Silvia Martinez

Associate Group General Counsel

1

December 20, 2017
Scott Kirk
Chief Financial Officer
Aspen Insurance Holdings Ltd.
141 Front Street
Hamilton, HM 19
Bermuda
Re:Aspen Insurance Holdings Ltd.
Form 10-K for Fiscal year ended December 31, 2016
Filed February 22, 2017
File No. 001-31909
Dear Mr. Kirk:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2016
Notes to the Audited Consolidated Financial Statements
5. Segment Reporting , page F-18
1.Please tell us whether you aggregate operating segments within each of your two
reporting segments. If so, describe each operating segment within each reporting segment
that is aggregated and how you met each of the criteria in ASC 280-10-50-11. If not,
please explain to us what your disclosure means with respect to the "Company has
considered similarities in economic characteristics, products, customers, distribution, the
regulatory environment of the Company’s business segments and quantitative thresholds
to determine the Company’s reportable segments."

 FirstName LastNameScott Kirk
 Comapany NameAspen Insurance Holdings Ltd.
 June 16, 2017 Page 2
 FirstName LastName
Scott Kirk
Aspen Insurance Holdings Ltd.
December 20, 2017
Page 2
12. Reserves for Losses and Loss Adjustment Expenses, page F-41
2.We see from disclosure in your Form 8-K filed on December 6, 2017 that you provide
loss triangles on your website in a much more disaggregated form and for more accident
years than you presented herein. Please tell us why, and address the following:
•With regard to the tables herein of information about claims development by accident
year, why you concluded that five years of information was sufficient when it appears
that claims incurred typically remain outstanding for more than five years.  Refer to
ASC 944-40-50-4B. If you were relying on impracticability as discussed in ASC 944-
40-65-1.d. to limit the years presented to five, please advise.
•Why you did not disaggregate the tables of incurred claims and paid claims further
into, for example, the lines of business you present on pages 9 and 11 of Form 10-
K. In this regard, we are concerned that the tables may be aggregating lines with
significantly different characteristics. Refer to ASC 944-40-50-4H. For each of the
lines, provide us analysis of the characteristics to support your aggregation. If a line
includes multiple lines such as with "property and casualty insurance" within the
insurance segment, provide the analysis for each line. In your response provide us the
individual tables by line, if available, or to the extent not available , provide us
quantitative data by line such as claims payout period, incurred loss, claims paid and
development per line for each of the last three years .
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Lisa Vanjoske at 202-551-3614 or Jim Rosenberg at 202-551-3679
with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance

January 9, 2017
Scott  Kirk
Chief Financial Officer
Aspen Insurance Holdings Ltd.
141 Front Street
Hamilton, HM 19
Bermuda
ASPEN INSURANCE HOLDINGS LTD
Form 10-K for Fiscal year December 31, 2015
Filed February 19, 2016
File No. 001-31909Re:
Dear Mr. Kirk:
        We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence by the staff.
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
1
filename1.htm

		Document

December 21, 2016

VIA EMAIL AND EDGAR

Sasha Parikh

Senior Staff Accountant

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549

Re:     Letter Dated December 9, 2016

Aspen Insurance Holdings Limited

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 19, 2016

Form 8-K filed October 26, 2016

File No. 001-31909

Dear Ms. Parikh:

We are responding to the letter, dated December 9, 2016, from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) concerning the Form 10-K for the year ended December 31, 2015 and the Form 8-K filed October 26, 2016 of Aspen Insurance Holdings Limited and its subsidiaries (collectively, the “Company”, “we” or “our”).

Set forth below are the Company’s responses to the comments raised by the Staff. For the convenience of the Staff, we have repeated the Commission’s comments (displayed in italics) immediately prior to our responses.

Form 10-K for Fiscal Year Ended December 31, 2015

General

1.

 You disclose on page 7 that the Middle East and Africa are emerging markets in which Aspen Re does business. Syria, located in the Middle East, and Sudan, located in Africa, are designated by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Your Form 10-K does not provide disclosure about those countries. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan, whether through subsidiaries, affiliates, brokers, reinsurers, clients or other direct or indirect arrangements. For instance, your disclose that your top three brokers in 2015 were Marsh & McLennan Companies, Inc., Aon plc and Willis Group Holdings. Each of these companies has reported insurance business in Syria and Sudan in a publicly available letter submitted to this agency within the past three years. You should describe any products or services you have provided to Syria and Sudan, directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control.

The Company has a Group Sanctions Policy (the “Sanctions Policy”) in place whereby it is required to comply with all applicable laws, legislative provisions, regulations and regimes relating to economic and financial sanctions and other trade controls, including U.S. economic sanctions and export controls for Sudan and Syria where relevant. The Sanctions Policy applies to the

Company and all of its subsidiaries and their branches, wherever they are located or doing business.

The Company has conducted a review of its records for the period January 1, 2013 through December 9, 2016 (the “Review Period”) and hereby confirms that the Company has not identified any direct contacts with, nor provided products or services to, the governments of Sudan or Syria or any individuals or entities targeted by U.S. sanctions applicable to Sudan or Syria. The Company, its subsidiaries and branches do not have any office or other assets, physical presence, operations, employees or agents in Sudan or Syria. The Company has not made, and does not have current plans to have any contacts with, nor provide any products or services to, the governments of Sudan or Syria, or entities controlled by the governments of Sudan or Syria or any entity that is otherwise targeted by U.S. sanctions applicable to Sudan or Syria.

During the Review Period, the Company had contacts with brokers that have placed reinsurance contracts with the Company’s non-U.S. subsidiaries of three private Sudanese insurers, which in turn insure private Sudanese-domiciled companies. All of these contracts relate to the reinsurance of non-governmental aviation business and the total premium received by the Company during the Review Period was approximately $19,500.

As a multinational organization, the Company, through its operating subsidiaries and branches, provides insurance and reinsurance products and services to third party businesses and individuals around the world, some of which are arranged through insurance brokers such as Marsh & McLennan Companies, Inc., Aon plc and Willis Group Holdings, and these parties may themselves have business contacts with Sudan or Syria. For example, the Company’s non-U.S. subsidiaries may (re)insure a global policy for an airline with flights to Sudan or Syria or may provide (re)insurance to a multinational company domiciled outside of Sudan or Syria that may have branches in, or income arising, from Sudan or Syria. Furthermore, from a claims perspective, the Company’s non-U.S. subsidiaries may make claims payments relating indirectly to exposures in Sudan or Syria, such as indemnifying an airline for liability to a Sudanese passenger injured on a flight. To the best of the Company’s knowledge, such indirect claims payments have been de minimis.

For both premiums and claims, the Sanctions Policy and other internal policies, processes and controls are designed to limit the risk of non-compliance with U.S. sanctions and export controls. For example, any known transactions involving a high sanctions risk jurisdiction, including Sudan or Syria, are required to be referred to the Company’s Compliance department for enhanced due diligence and the Company has monitoring in place to detect any lack of referrals.

If the Company determines that a particular transaction involves a sanctioned country or prohibited party, as defined by applicable economic and trade sanction regulations, the Company has processes and procedures in place to comply with applicable law, including, but not limited to, appropriate notifications to the U.S. Department of the Treasury’s Office of Foreign Assets Control where relevant.

2.

 Please discuss the materiality of any contacts with Syria or Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal

2

governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria and Sudan.

The issuance of insurance and reinsurance coverage to third parties engaged in global commerce does not allow for a quantitative analysis of the Company’s insurance portfolio for potential exposure based on accidents or other events in any given geographic region because the coverages are not static and depend on the business being conducted by the Company’s insureds. To the best of the Company’s knowledge, however, such exposure is de minimis. Qualitatively, the Company’s sanctions compliance program is extensive and designed to minimize the risk of non-compliance with applicable rules and regulations and reputational risks to the Company and its shareholders. In addition to the Sanctions Policy, the Company has an extensive global compliance structure, including, but not limited to, periodic employee training to enhance employee knowledge and awareness and promote compliance.

The Company believes that on either a quantitative or a qualitative basis, the exposure to third party indirect contact with Sudan or Syria is not a material investment risk for the Company’s shareholders. Given the Company’s compliance policy to comply with applicable sanctions laws and regulations and the de minimis nature of any indirect contact with Sudan or Syria, the Company believes that any such contacts would not be deemed important to a reasonable investor (including any state or municipal governments, universities or other investors) in making an investment decision about the Company and would not have an impact on the Company’s reputation or share value.

Form 8-K filed October 26, 2016

Exhibits

3.

 In Exhibits 99.1 and 99.2, you present full non-GAAP statements of income to reconcile your non-GAAP ‘operating income before tax’ to GAAP ‘net income after tax.’, which is inconsistent with updated Compliance and Disclosure Interpretations 102.10 on Non-GAAP Measures issued on May 17, 2016, specifically question 102.10. Please represent to us that you will no longer present full non-GAAP statements of income in future Item 2.02 Form 8-K submissions or elsewhere or tell us how your presentation complies with the updated guidance. Also refer to Instruction 2 to Item 2.02 of Form 8-K which indicates that the provisions of Item 10(e)(1)(i) apply to these public disclosures.

After consideration of the Staff’s comment, we will make revisions to the Company’s statements of income so that they are presented on a GAAP basis and we will reconcile net income to operating income separately in future filings with the Commission. Our proposed modifications are set out in Exhibit A and will include the relevant reporting period(s).

In addition, the Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filings, that Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K or Form 8-K, and that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the Federal securities laws of the United States.

Thank you for your consideration of the responses. If you have any further questions or comments, please contact me at 011-44-207-184-8804, Joseph Ferraro of Willkie Farr &

3

Gallagher LLP at 011-44-203-580-4707 or Michael Groll of Willkie Farr & Gallagher LLP at 1-212-728-8616.

Yours sincerely,

/s/ Scott Kirk

Scott Kirk

Chief Financial Officer

Aspen Insurance Holdings Limited

Cc:    Sharon Blume, Accounting Branch Chief

U.S. Securities and Exchange Commission

Michael Cain
Grahame Dawe

Aspen Insurance Holdings Limited

Salim Tharani

KPMG LLP

Joseph Ferraro
Michael Groll

Willkie Farr & Gallagher LLP

4

Exhibit A

Aspen Insurance Holdings Limited

Summary consolidated statement of income (unaudited)

$ in millions, except ratios

 Three Months Ended

 September 30, 2016

 September 30, 2015

UNDERWRITING REVENUES

Gross written premiums

 $

 763.5

 $

 720.5

Premiums ceded

 (125.1

 )

 (68.7

 )

Net written premiums

 638.4

 651.8

Change in unearned premiums

 42.6

 (11.2

 )

Net earned premiums

 681.0

 640.6

UNDERWRITING EXPENSES

Losses and loss adjustment expenses

 389.2

 365.6

Amortization of deferred policy acquisition costs

 130.9

 132.0

General, administrative and corporate expenses

 118.7

 100.5

Total underwriting expenses

 638.8

 598.1

Underwriting income including corporate expenses

 42.2

 42.5

Net investment income

 46.4

 45.0

Interest expense

 (7.3

 )

 (7.4

 )

Other expenses

 (7.4

 )

 (10.6

 )

Total other revenue

 31.7

 27.0

Amortization and non-recurring corporate expenses

 (6.3

 )

 —

Net realized and unrealized exchange gains

 11.4

 4.5

Net realized and unrealized investment gains (losses)

 21.5

 (44.0

 )

INCOME BEFORE TAX

 100.5

 30.0

Income tax expense

 (4.9

 )

 (1.8

 )

NET INCOME AFTER TAX

 95.6

 28.2

Dividends paid on ordinary shares

 (13.3

 )

 (12.7

 )

Dividends paid on preference shares

 (9.5

 )

 (9.5

 )

Proportion due to non-controlling interest

 0.2

 (0.3

 )

Retained income

 $

 73.0

 $

 5.7

Loss ratio

 57.2

 %

 57.1

 %

Policy acquisition expense ratio

 19.2

 %

 20.6

 %

General, administrative and corporate expense ratio

 17.4

 %

 15.7

 %

Expense ratio

 36.6

 %

 36.3

 %

Combined ratio

 93.8

 %

 93.4

 %

5

 Three Months Ended

(in US$ millions except where stated)

 September 30, 2016

 September 30, 2015

Net income as reported

 $

 95.6

 $

 28.2

Net change attributable to non-controlling interest

 0.2

 (0.3

 )

Preference share dividends

 (9.5

 )

 (9.5

 )

Net income available to ordinary shareholders

 86.3

 18.4

Add (deduct) after tax income:

 Net foreign exchange losses

 (11.1

 )

 (1.4

 )

 Net realized (gains)/losses on investments

 (21.0

 )

 40.4

 Non-operating (expenses)

 5.8

 —

Operating income after tax available to ordinary shareholders

 60.0

 57.4

Tax expense on operating income

 4.6

 2.3

Operating income before tax available to ordinary shareholders

 $

 64.6

 $

 59.7

Basic earnings per ordinary share

Net income adjusted for preference share dividends and non-controlling interest

 $

 1.43

 $

 0.30

Add (deduct) after tax income:

 Net foreign exchange losses

 (0.19

 )

 (0.02

 )

 Net realized (gains)/losses on investments

 (0.35

 )

 0.66

 Non-operating (expenses)

 0.10

 —

Operating income adjusted for preference shares dividends and non-controlling interest

 $

 0.99

 $

 0.94

Diluted earnings per ordinary share

Net income adjusted for preference share dividends and non-controlling interest

 $

 1.40

 $

 0.30

Add (deduct) after tax income:

 Net foreign exchange losses

 (0.18

 )

 (0.02

 )

 Net realized (gains)/losses on investments

 (0.34

 )

 0.65

 Non-operating (expenses)

 0.09

 —

Operating income adjusted for preference shares dividends and non-controlling interest

 $

 0.97

 $

 0.93

6

December 9, 2016
Scott Kirk
Chief Financial Officer
Aspen Insurance Holdings Ltd
141 Front Street
Hamilton, HM 19
Bermuda
ASPEN INSURANCE HOLDINGS LTD
Form 10-K for Fiscal Year December 31, 2015
Filed February 19, 2016
Form 8-K filed October 26, 2016
File No. 001-31909Re:
Dear Mr. Kirk:
       We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
       After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2015
General
You disclose on page 7 that the Middle East and Africa are emerging markets in which
Aspen Re does business. Syria, located in the Middle East, and Sudan, located in Africa,
are designated by the U.S. Department of State as state sponsors of terrorism, and are
subject to U.S. economic sanctions and export controls. Your Form 10-K does not
provide disclosure about those countries. Please describe to us the nature and extent of
any past, current, and anticipated contacts with Syria and Sudan, whether through
subsidiaries, affiliates, brokers, reinsurers, clients or other direct or indirect arrangements.
For instance, your disclose that your top three brokers in 2015 were Marsh & McLennan
Companies, Inc., Aon plc and Willis Group Holdings. Each of these companies has1.

Scott Kirk
Aspen Insurance Holdings Ltd
2 PageDecember 9, 2016
reported insurance business in Syria and Sudan in a publicly available letter submitted to
this agency within the past three years. You should describe any products or services you
have provided to Syria and Sudan, directly or indirectly, and any agreements, commercial
arrangements, or other contacts with the governments of those countries or entities they
control.
Please discuss the materiality of any contacts with Syria or Sudan you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem important
in making an investment decision, including the potential impact of corporate activities
upon a company’s reputation and share value.  Various state and municipal governments,
universities, and other investors have proposed or adopted divestment or similar
initiatives regarding investment in companies that do business with U.S.-designated state
sponsors of terrorism.  You should address the potential impact of the investor sentiment
evidenced by such actions directed toward companies that have operations associated
with Syria and Sudan.2.
Form 8-K filed October 26, 2016
Exhibits
In Exhibits 99.1 and 99.2 , you present full non-GAAP statements of income to reconcile
your non-GAAP ‘operating income before tax’ to GAAP ‘net income after tax.’, which is
inconsistent with updated Compliance and Disclosure Interpretations 102.10 on Non-
GAAP Measures issued on May 17, 2016, specifically question 102.10. Please represent
to us that you will no longer present full non-GAAP statements of income in future Item
2.02 Form 8-K submissions or elsewhere or tell us how your presentation complies with
the updated guidance. Also refer to Instruction 2 to Item 2.02 of Form 8-K which
indicates that the provisions of Item 10(e)(1)(i) apply to these public disclosures.3.
       In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
       You may contact Sasha Parikh, Senior Staff Accountant, at 202-551-3627 or Sharon
Blume, Accounting Branch Chief, at 202-551-3474 with other questions.
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
1
filename1.htm

CORRESP

 July 9, 2014

VIA EMAIL AND EDGAR

 Mr. Geoff Kruczek

Attorney-Adviser, Office of Mergers & Acquisitions

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F. Street, N.E.

 Washington, D.C. 20549

Re:
Aspen Insurance Holdings Limited

 Schedule 14D-9

Filed June 17, 2014

File No. 005-79396

 Dear
Mr. Kruczek:

 On behalf of our client, Aspen Insurance Holdings Limited (the “Company”), we are providing the
Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter, dated June 25, 2014, with respect to the
above-referenced Schedule 14D-9 (the “Schedule 14D-9”) filed by the Company on June 17, 2014.

 In connection with
this letter, the Company is filing Amendment No. 6 to the Schedule 14D-9 (“Amendment No. 6”), which has been revised in response to the Staff’s comments. We have enclosed a marked copy of Amendment No. 6 to show
changes from the Schedule 14D-9 filed on June 17, 2014.

 For the Staff’s convenience, the text of the Staff’s comments is
set forth below in bold, followed in each case by the Company’s response. All references to page numbers in these responses are to the pages in the marked version of Amendment No. 6.

General

1.
Please tell us whether Aspen provided its employees with access to a video, the contents of which related to Endurance’s proposal to acquire Aspen. If so, please tell us why this video, including a
transcription, was not filed under applicable rules, such as Rule 425 of Regulation C and Exchange Act Rule 14a-12. Please also provide us a copy of these materials.

Response: On a regular basis, the Company’s Chief Executive Officer, Chris O’Kane, addresses employees to provide them with an
update on the Company and a sense of executive management’s recent thoughts and focus that is also recorded for the Company’s internal intranet (which is only accessible to employees). On June 3, 2014, Mr. O’Kane gave one
such regular employee address. In that internal employee address, Mr. O’Kane mentioned, among other things, Endurance’s proposal to acquire the

 Mr. Geoff Kruczek

U.S. Securities and Exchange Commission

 July 9, 2014

 Page
 2

 Company and reassured employees that the Company had been working closely with its advisors
in connection with Endurance’s proposal. The remarks were not made on the basis of any prepared written materials or script.

Moreover, unlike a situation where a company arranges for publication of a news story or deliberately leaves behind written materials to
persuade shareholders, in this case, the video of the employee address was posted to the Company’s internal intranet (which is accessible only by employees) inadvertently by a lower-level employee (who simply posted it out of habit given the
past practice of posting the recording of Mr. O’Kane’s regular addresses) and was left on the intranet for only a very brief time before it was taken down (less than 90 minutes).

Given the nature of the comments (which were entirely consistent with Aspen’s public statements) and the informal, “rally the
troops” context in which they were made, the Company respectfully submits that the comments made in such address were not intended to be and cannot reasonably be viewed as “offering” material and, even if the Company had been subject
to Rule 14a-12 at the time such statements were made (at that time, the Company had not filed a revocation solicitation statement and therefore was not, by the terms of Rule 14a-12, subject to such rule), such comments likewise were not intended to
be and cannot reasonably be viewed as “solicitation” material.

 Background of the Offer, page 16

2.
We note the disclosure regarding the June 2, 2014 press release. We also note that in such press release, Aspen states that its shareholders do not support Endurance’s acquisition proposal. Given that it
appears from Aspen’s disclosure that the proposal has not yet been presented to shareholders, please tell us the basis for this statement. Also revise applicable future filings to clarify the basis of any statements regarding the opinions of
Aspen shareholders relating to the offer by Endurance.

 Response: The Company advises the Staff that the statement
by Mr. Jones in the Company’s June 2 press release was based on the Company’s discussions with shareholders with whom Aspen’s representatives spoke with respect to Endurance’s prior proposal. The shareholders did not
support such proposal, and the Company’s expectation is that shareholders would continue to not support, Endurance’s revised proposal. The revised proposal contained the same undesirable aspects as the prior proposal, including the use of
Endurance common stock for 60% of the aggregate consideration, the strategic and cultural mismatch of the two companies, the significant dis-synergies that are expected to result from any combination of such companies and the fact that the revised
proposal represented a lower premium to book value than Endurance’s prior proposal. In future filings, the Company will clarify the basis of any future statements regarding the opinions of the Company’s shareholders relating to the
then-existing offer by Endurance.

 Mr. Geoff Kruczek

U.S. Securities and Exchange Commission

 July 9, 2014

 Page
 3

3.
Please refer to the disclosure on page 24 regarding the press release Aspen issued on June 9, 2014. While the disclosure indicates the content of that communication was limited to the matters specified in Rules
14d-9(b) and (f), the information actually included appears to be beyond what is authorized by those rules. Please revise your disclosure and future filings accordingly.

Response: The Company advises the Staff that it believed that it would be materially misleading and confusing to shareholders to only
state in the press release that the Company was considering Endurance’s offer, without also stating that the offer that it was considering was identical to an offer that the Company had previously unanimously rejected just one week earlier.
In response to the Staff’s comments, page 28 has been clarified accordingly.

 Reasons for the Recommendation of the Aspen Board of Directors,
page 25

4.
We note the “factors” the Board considered, as referenced here and page 35. Please revise to clarify the reasons for making their recommendation. See Item 1012(b) of Regulation M-A.

 Response: In response to the Staff’s comments, pages 28, 29 and 38 have been revised.

The Offer significantly undervalues Aspen, page 25

5.
We note the use of the comparative term “undervalues.” While we also note the multiple bullet points included under this heading, it is unclear how the matters disclosed support the conclusion that
Endurance’s offer undervalues Aspen, inasmuch as the disclosure does not indicate a value for Aspen derived by the Board. Therefore, please revise to clarify how the “Offer” undervalues Aspen.

Response: The Company believes that the Offer undervalues Aspen relative to the value that the Company could achieve on a standalone
basis through continued execution of its strategic business plan, which is stated in Amendment No. 1 (for example, on page 29: “Endurance’s Offer significantly undervalues Aspen, and we are confident that our strategic plan will
deliver value to Aspen shareholders that is superior to the Offer”) and has been consistently communicated to shareholders (for example, in the Company’s April 20 letter: “The Aspen Board has concluded that Aspen will be able to
create superior value for Aspen shareholders based on our standalone plan”). The value that the Company believes it could achieve on a standalone basis through continued execution of its strategic business plan is based on a variety of factors
considered by Aspen’s board in its judgment, including those described in the Schedule 14D-9.

6.
 As a related matter, we note the financial advisor’s opinion related to the inadequacy of the offer and that Aspen’s disclosure does not
include a summary of its analysis or any projections Aspen provided to it. Notwithstanding the absence of an item requiring such disclosure, please tell us, with a view toward disclosure, what

 Mr. Geoff Kruczek

U.S. Securities and Exchange Commission

 July 9, 2014

 Page
 4

consideration has been given to disclosing the analyses and projections underlying the financial advisor’s opinion so that Aspen shareholders are better able to assess the basis for
Aspen’s and the financial advisor’s conclusions regarding the adequacy of the offered consideration.

 Response: The
Company respectfully submits that the disclosure currently provided with respect to the analyses and projections underlying the financial advisor’s opinion is appropriate and, as noted by the Staff, the disclosure requirements under
Schedule 14D-9 do not require disclosure of the financial advisor’s underlying analyses or the related Company projections. In deciding whether to disclose such analyses and projections, the Company is of the view that such disclosure in
the context of a hostile offer would be highly advantageous to the bidder and highly disadvantageous to the target company and its shareholders.

The Offer is replete with uncertainties and onerous conditions, page 34

7.
Please clarify how the failed “Say-on-Pay” noted in the disclosure relates to the likelihood of Endurance’s ability to win approval for the transaction from its own shareholders. The connection Aspen
is seeking to make is unclear, particularly given that Endurance’s other proposals at the referenced meeting, including the election of directors, were approved by substantial majorities.

Response: The Company advises the Staff that, notwithstanding the approval of other matters at Endurance’s annual general meeting,
the Company views the failed say-on-pay vote as relevant and potentially significant in considering the likelihood of Endurance winning approval for a transaction from its own shareholders. The rejection by Endurance shareholders of Endurance’s
compensation package was overwhelming and highly unusual; according to a recent study, only 5% of mid-cap companies such as Endurance failed to get majority shareholder support for executive compensation say-on-pay proposals in shareholder meetings
held in 2014 (Broadridge and PWC’s ProxyPulse, Second Edition, 2014). Additionally, Endurance’s ongoing failure to respond to such a clear message from its shareholders raises the question of the willingness of the Endurance board
and management to make decisions without regard to shareholder value or to address significant shareholder concerns. The Company believes that in comparison to votes on director elections or other routine proposals such as auditor approval, the
Endurance shareholders’ vote on the say-on-pay proposal is more likely to be indicative of shareholder sentiment – and potential distrust between shareholders and management – and that sentiment may influence the likelihood of
shareholder approval of a transaction pursued by Endurance management and recommended to them by Endurance management.

 Mr. Geoff Kruczek

U.S. Securities and Exchange Commission

 July 9, 2014

 Page
 5

 Cautionary Statement …, page 49

8.
Please revise to delete reference here and in exhibits (a)(1)-(3) to inapplicable safe harbors. See Exchange Act Section 21E(b)(2)(C).

Response: In response to the Staff’s comments, page 53 and exhibits (a)(1)-(3) have been revised to delete reference to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The remaining language in the Cautionary Statement Regarding Forward-Looking Statements has been retained in connection with the “bespeaks caution” doctrine at
common law, which is not limited by Exchange Act Section 21E(b)(2)(C).

*        *        *

The Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to staff comments do not foreclose the U.S. Securities and Exchange Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the U.S. Securities and Exchange Commission or any person under the federal securities laws of the United States.

If you have any questions or would like to discuss the foregoing, please do not hesitate to contact either of us by phone or by email.

Sincerely,

/s/ Michael Groll

/s/ Daniel A. Neff

Michael Groll

Daniel A. Neff

Willkie Farr & Gallagher LLP

Wachtell, Lipton, Rosen & Katz

(212) 728-8616

(212) 403-1218

mgroll@willkie.com

daneff@wlrk.com

 Enclosure

cc:
Michael Cain, Aspen Insurance Holdings Limited

 Patricia Roufca, Aspen Insurance
Holdings Limited

 Joseph D. Ferraro, Willkie Farr & Gallagher LLP

Gregory E. Ostling, Wachtell, Lipton, Rosen & Katz

June 25, 2014

Via E -mail
Michael Groll, Esq.
Willkie, Farr & Gallagher LLP
787 Seventh Avenue
New York, NY  10019

Re: Aspen Insurance Holdings Limited
 Schedule 14D-9
Filed June 17, 2014
File No. 005 -79396

Dear Mr. Groll :

We have limited our review of your filing to the issues addressed in 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 filing, by providing the requested
information, or by advising us when you will provide the requested response.   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 filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. Please tell us whether Aspen provided its employees with access to  a video , the contents
of which related to Endurance’s proposal to acquire Aspen.  If so, please tell us why this
video, including a transcription, was not filed under applicable rules, such as Rule 425 of
Regulation C and Exchange Act Rule 14a -12.  Please also provide us a copy of these
materials.

Background of the Offer, page 16

2. We note the disclosure regarding the June 2, 2014 press release .  We also note  that in
such press release, Aspen states  that its shareholders do not support Endurance’s
acquisition proposal.  Given that it appears from Aspen’s disclosure that the proposal has
not yet been presented to shareholders, please tell us the basis for this statement.   Also
revise applicable futur e filings to clarify the basis of any statements  regarding the
opinions of Aspen shareholders relating to  the offer by Endurance .

Michael Groll , Esq.
Aspen Insurance Holdings Limited
June 25, 2014
Page 2

3. Please refer to the disclo sure on page 24 regarding the press release Aspen issued  on June
9, 2014 .  While the disclosure indicates the  content of that  communication was limited to
the matters specified in Rules 14d -9(b) and (f), the information actually included appears
to be beyond what is authorized by those rules.  Please revise your disclosure and future
filings accordingly.

Reasons for the Recommendation of the Aspen Board o f Directors, page 25

4. We note the “factors” the Board considered , as referenced here and page 35 .  Please
revise to clarify the reasons  for making their recommendation.  See Item 1012(b) of
Regulation M -A.

The Offer significantly undervalues Aspen, page  25

5. We note the use of the comparative term “undervalues.”  While we also note the multiple
bullet points included under this heading, it is unclear how the matters disclosed support
the conclusion that Endurance’s offer undervalues Aspen, inasmuch as the disclosure
does not indicate a value for Aspen  derived by the Board.  Therefore, p lease revise to
clarify  how the “Offer” undervalues Aspen .

6. As a related matter, we  note the financial advisor’s opinion related to the inadequacy of
the offer and that Asp en’s disclosure does not include a summary of its analysis or any
projections  Aspen  provided to it.  Notwithstanding the absence of an item requiring such
disclosure, please tell us, with a view toward disclosure, what consideration has been
given to discl osing the analyses and projections underlying the financial advisor’ s
opinion so that Aspen shareholders are better able to assess the basis for Aspen’s and the
financial advisor’s conclusions regarding the adequacy of the offered consideration.

The Offer is replet e with uncertainties and onerous conditions, page 34

7. Please clarify how the failed “Say -on-Pay” noted in the disclosure relates to the
likelihood of Endurance’s ability to win approval for the transaction from its own
shareholders.  The connection Aspen i s seeking to make is unclear, particularly given that
Endurance’s other proposals  at the referenced  meeting, including the election of
directors,  were approved by substantial majorities.

Cautionary Statement . . ., page 49

8. Please revise to delete reference here and in exhibits (a)(1) -(3) to inapplicable safe
harbors.  See Exchange Act Section 21E(b)(2)(C).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes the information the Securities Exchange Act of

Michael Groll , Esq.
Aspen Insurance Holdings Limited
June 25, 2014
Page 3

 1934 and all applicable Exchange 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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

Please contact Nicholas Panos , Senior Special Counsel, at (202) 551-3266  or me at (202)
551-3641 with any questions.

Sincerely,

 /s/ Geoff Kruczek

Geoff Kruczek
        Attorney -Adviser
        Office  of Mergers & Acquisitions

June 17, 2014

Via E -mail
Todd E. Freed , Esq.
Skadden, Arps, Slate, Meagher & Flom  LLP
Four Times Square
New York, NY  100 36

Re: Aspen Insurance Holdings Ltd.
 Schedule TO -T filed by Endurance Specialty Holdings Ltd.
Filed June 9 , 2014
File No. 005 -79396

Endurance Specialty Holdings Ltd.
Registration Statement on Form S -4
Filed June 9, 2014
File No. 333 -196596

Dear Mr. Freed :

We have reviewed  your filing s 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 filing s, by providing the requested
information, or by advising us whe n you will provide the requested response.   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 s to your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Schedule TO

Item 8.  Interest in Securities of the Subject Company, page 3

1. Please tell us where the referenced Schedule II appears in the Offer to Exchange.

Item 10. Financial Statements, page 4

2. It appears the Offer to Exchange , as distinguished from the Schedule TO,  includes
summarized financial information pursuant to  Item 1010(c) of Regulation M -A.  Please
revise the Schedule TO to include , through incorpo ration by reference or otherwise,  the

Todd E. Freed , Esq.
Skadden, Arps, Slate, Meagher & Flom  LLP
June 17, 2014
Page 2

 information required by Item 1010(a)(1) and (2) of Regulation M -A.  See Instruction s 3
and 6 to Item 10 of Schedule TO.

3. To the extent that any filings incorporated by reference include reference to the P rivate
Securities Litigation Reform Act , please include disclosure that informs shareholders that
such safe harbor is inapplicable to statements made in connection with this tender offer.

Acceptance for Exchange, and Exchange of Aspen Common Shares . . ., page 5 9

4. On page 60, the disclosure states that any Aspen shares not accepted will be returned “as
promptly as practicable” following the expiration or termination of the exchange offer.
Please revise to be consistent with Exchange Act Rule 14e -1(c).

5. We note  the reservation of right to transfer or assign the right to exchange tendered
Aspen common shares.  Please confirm your understanding that any entity to which the
bidder assigns the right to purchase shares in the offer must be included as a bidder in the
offer.  Including additiona l bidders may require the bidder  to disseminate additional offer
materials and to extend the term of the offer.

Ownership of Endurance After the Exchange Offer, page 67

6. Please refer to the last paragraph here and disclose h ow the percentage ownership of
Aspen shareholders would change assuming exercise of the “Equity Investment Option.”

Material U.S. Federal Income Tax Consequences, page 68

7. Please revise to include a risk factor relating to the uncertainty of whether the t ransaction
will qualify as an integrated transaction and the resulting effect on shareholders .

Regulatory Approvals, page 84

8. We note reference to approvals required “in the judgment” of Endurance.  The offer
conditions must be outside the control of the bidder.   Please revise.

Additional Note Regarding the Exchange Offer, page 132

9. Please revise  the disclosure  to be consistent with Exchange Act Rule 14d -10(b)(2).

Where You Can Find More Information, page 133

10. We note the disclosure incorporating b y reference any documents  that Endurance or
Aspen  files pursuant to Section s 13(a) , 13(c), 14  or 15(d) of the Exchange Act after the
date of this  prospectus /offer to exchange to the termination of the exchange offer.    Please

Todd E. Freed , Esq.
Skadden, Arps, Slate, Meagher & Flom  LLP
June 17, 2014
Page 3

 note that Schedu le TO -T does n ot permit forward incorporation by reference.  Please
revise  accordingly  and confirm your understanding.

Signatures

11. Please clarify the reference to “this amendment”  in the first paragraph of text.

12. Please revise to include the signature of Endurance’s au thorized representative in the
United States.  See Securities Act Section 6(a) and Instruction 1 to the Signatures of
Form S -4.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include the information the Securities Exchange Act of
1934 and all applicable Exchange 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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosu re in the filing s;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and

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

Please contact Nicholas Panos , Senior Special Counsel, at (202) 551 -3266 or me at (202)
551-3641  with any questions.

Sincerely,

 /s/ Geoff Kruczek

        Geoff Kruczek
        Attorney -Adviser
        Office of Mergers and Acquisitions

cc (by E -mail):   Richard J. Grossman, Esq.
   Skadden, Arps, Slate, Meagher & Flom LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  June 11, 2014

Via E-Mail
Todd Freed, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY  10036 -6522

RE: Aspen Insurance Holdings Limited
Preliminary Proxy Statement  filed by Endurance Specialty Holdings Ltd.
Filed on June 2 , 2014
File No. 00 1-31909

Dear Mr. Freed :

We have reviewed your filing 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 filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and c ircumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
1. With a view towar d revised disclosure, please advise  us the purpose of seeking two
separate authorizations.  Given the disclosure on page 2 that special meetings may be
convened if approved by 10% of the voting share capital of Aspen’s shares, it is unclear
why the sec ond authorization is necessary.  Please advise us  what consideration has been
given to disclosing why the first authorization alone is insufficient for purposes of creating
an opportunity to ask  shareholders to consider the scheme of arrangement .   Please explain
why receipt of the requisite shareholder approval to call a special meeting would not serve
as valid evidence for a court to evaluate i n making a decision whether or not to order such
a meeting.
2. Explain to us, with a view toward revised disclosure, why the second proposal has been
characterized as an “authorization” when, as a matter of law and fact, receiving the
requested amount of supp ort for such proposal does not appear to “authorize” the
participants to undertake any legal action.

Todd Freed , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
June 11, 2014
Page 2

 3. Nothwithstanding the  inclusion  of an advisory statement that  there can be no assurance the
Bermuda Supreme Court will order such a meeting even if holders of 15% or more of
Aspen’s outstanding common shares express support for the scheme, the origin of the 15%
amount specified in the de facto condition does not appear to have been disclosed.  Revise
the disclosure to make clear, should the second proposal co ntinue to be included as part of
this solicitation, that the 15% threshold was voluntarily cited by the participants as a
minimum  condition and that such percentage figure does not represent a legal requirement
imposed by the court or other source of autho rity.  Alternatively, revise to cite to the
source of authority that specifies 15% as being the minimum percentage necessary  for a
court to order such a meeting to consider a scheme of arrangement.

 We urge all persons who are responsible for the accuracy  and adequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the participants are in possession of
all facts relating to the disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

 In responding to our comments, please provide a written statement from each participant
acknowledging that:

 the participant is responsible for the adequacy  and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

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

Please direct any questions to  Nicholas P. Panos , Senior  Special Counsel,  at (202) 551 -
3266 or me at (202) 551 -3641.

        Sincerely,

        /s/ Geoff Kruczek

        Geoff Kruczek
        Attorney -Advisor
        Office of Mergers & Acquisitions

cc (by E -mail):  Richard Grossman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP

January 17 , 2014

Via E-mail
Mr. John Worth
Chief Financial  Officer
Aspen Insurance Holding Limited
141 Front Street
Hamilton, Bermuda
HM 19

 Re: Aspen Insurance Holding Limited
  Form 10-K for the Year Ended December 31 , 2012
  Filed February  26, 201 3
File No.  001-31909

Dear M r. Worth :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the Unite d States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Andrew Mew

Andrew Mew
Accounting Branch Chief

CORRESP
1
filename1.htm

		ResponseLetter

December 20, 2013

VIA EMAIL AND EDGAR

Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549

Re:     Aspen Insurance Holdings Limited (the “Company”)

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed February 26, 2013

File No. 001-31909

Dear Mr. Rosenberg:

Further to your letter of December 6, 2013, we have set out below our responses to the questions raised and, where indicated in this letter, our proposed disclosures to be included in our Form 10-K for the fiscal year ended December 31, 2013.

For your convenience, we set forth in this letter the comments from your letter in bold typeface and include the Company’s response below such comments.

Notes to the Audited Consolidated Financial Statements

Note 11. Income Taxes, page F-42

1.

 We acknowledge your response to our comment 2.  Please address the following additional comments:

•

 Please tell us more about your significant prior year adjustments relative to expected tax benefit/expense in 2012 and 2010 and explain to us why these adjustments are not indicative of errors in prior year financial statements.  Please tell us why you were not able to make more accurate estimates in your initial provision estimates including what additional information was learned after the completion of your previous financial statements and before the filings of your tax returns.

•

 Please provide us a proposed revised rate reconciliation table and associated clarifying disclosure to be included in future periodic reports that separately describes each reconciling item over 5% of the expected income tax benefit or expense.

At the date of filing the Company’s Annual Reports on Form 10-K, the tax liability is calculated on the basis of all known information at such date.  Prior to filing the Annual Report on Form 10-K, detailed calculations are prepared for each element of the tax charge/credit using the

1

known information for each of the Company’s entities. Due to the timing of filings of subsidiary returns versus the Company’s Annual Report on Form 10-K, it is reasonable to have immaterial subsequent adjustments to the Company’s results and between estimated and final tax positions.

The Company takes all reasonable steps to produce an estimate taking into account all available information at the time of filing its Annual Report on Form 10-K.  Each item which may be a permanent or a timing difference for tax purposes is calculated separately within the Company’s consolidated Income Statement and Balance sheet.  The provisions for tax are required to be calculated at the level of each entity within the consolidated group, which enables the tax adjustments to be estimated in detail and takes into account the different profiles within each entity.

For each difference, we consider it of upmost importance to ensure that the figures reported in the Annual Report on Form 10-K are materially correct and that any subsequent adjustment will not be material or distortive.  In order to accomplish this, calculations are subject to two levels of review by the Company’s Tax department before they are discussed and agreed with the Company’s Consolidation department and the Group Chief Financial Officer and, ultimately, reviewed by the Audit Committee in the context of the financial statements taken as a whole.

Detailed explanations of any Uncertain Tax Positions are provided in a separate document under the requirements of ASC 740 Income Taxes (previously FIN 48), which provides additional background to the position taken and the implications of any incorrect assumptions which may be deemed to have been made subsequently.

Tax adjustments forming part of the Company’s Effective Tax Rate calculations are presented at the meetings of the Audit Committee each quarter by the Group Chief Financial Officer and/or the Group Head of Tax.

The Company’s Tax department is subject to S-OX controls and, each quarter, is required to demonstrate that its reviews and controls are sufficient and reasonable.  In addition, there are periodic reviews by the Company’s Internal Audit department.

Turning to the specific adjustments under discussion, the reasons for the adjustments are set out in the following paragraphs.

The prior year adjustment in 2010 arose because the estimated tax liability for the Company reported for the year ended December 31, 2009 differed from the final tax liability.

Due to a tax valuation allowance in respect of our US entities, the Company’s tax liability is determined predominantly by the results of our UK based entities. The tax liability for the UK entities is based on our best estimate of our UK GAAP profits as at the reporting date of our Annual Report on Form 10-K, rather than on US GAAP profits.  UK GAAP profits may differ from US GAAP profits, which are produced for the Company’s Annual Report on Form 10-K, due to the differing treatment of certain items under each of US GAAP and UK GAAP, including the accounting for investment gains and losses, the calculation of equalization reserves (allowed under UK GAAP but not recognized under US GAAP) and taxes associated with stock-based compensation.   For example, investment gains and losses are reported in the Income Statement under UK GAAP but split between the income statement and Other Comprehensive Income in the Company's US GAAP returns; equalization reserves which are required under UK GAAP affect the classification of tax charges between current and deferred taxes; and the classification of stock-based compensation (and associated tax liability/benefit) between Other Comprehensive Income and the Income Statement is different under UK GAAP

2

and US GAAP.  These items are considered as part of the process for determining the Company's overall tax charge and in such regard, we believe we have sufficient controls in place to mitigate the risk of a material post balance sheet adjustment.

The $3.4 million prior year adjustment reported in the 2010 consolidated financial statements represented an adjustment to claims reserves under UK GAAP which was not conclusively determined by the time the Annual Report on Form 10-K was filed for the year ended December 31, 2009.  This adjustment represented less than 1% of the Company’s 2010 profit before tax and we therefore did not consider the amount reported to be indicative of a material misstatement or to require a restatement, in particular when reasonable estimates were made based on all information available at the time of filing the Company’s Annual Report on Form 10-K.  After the completion of the Company's Annual Report on Form 10-K and prior to filing the UK tax returns we noted a minor error in the calculation of claims reserves under an internal quota share reinsurance contract.  Correcting this error resulted in an adjustment to the distribution of profits between our UK and Bermudian subsidiaries which had no effect on the reported profit before tax but did adjust the proportion of profits which were subject to UK tax.  We believe that our controls over financial reporting are sufficiently robust to mitigate against the potential for a material adjustment of this type being undetected.

In preparing and reviewing the calculations supporting the Effective Tax Rate, due consideration is given to possible changes in the items which are treated differently under US GAAP and UK GAAP.  Particular focus is given to items which may be classified as an Income Statement item under UK GAAP and within Other Comprehensive Income under US GAAP.  Additionally, to ensure that any adjustments between the estimated UK GAAP profits and the final UK GAAP profits are not material or distortive, each class of income and expense is considered separately and is subject to a reasonableness review.  Where there are any items which may be subject to change, the tax effect of such items will be expanded upon in the ASC 740 Income Taxes report, and, where necessary, will be subject to separate disclosure as ‘Uncertain Tax Positions’.

The $4.9 million prior year adjustment in 2012 arose due to a reclassification of investment gains/(losses) between Other Comprehensive Income and Net Income and due to an adjustment to the tax effect of stock-based compensation.  The reclassification of investment gains/(losses) resulted in a $3.9 million increase in the 2012 tax benefit and the adjustment to the tax deduction for stock-related compensation resulted in a further $1 million tax benefit in the year.   The investment gains and losses were from Available for Sale portfolios which under US GAAP are recorded in Other Comprehensive Income, but the tax impact of this item was included in the Income Statement tax charge.  The gains from stock options recorded in the Income Statement under US GAAP are capped, and the remainder is recorded in Other Comprehensive Income.  All of the tax was recorded in the Income Statement, whereas some should have been recorded in Other Comprehensive Income, in line with the gross figures.  The combined prior year adjustment represented less than 1.7% of the Company’s 2012 profit before tax and we therefore did not consider the amount reported to be indicative of a material misstatement or to require a restatement, in particular when reasonable estimates were made based on information available at the time of filing the Company’s Annual Report on Form 10-K.  These items are considered as part of the process for determining the Company's overall tax charge and in such regard, we believe we have sufficient controls in place to mitigate the risk of a material post balance sheet adjustment. We further note that the errors mentioned above related to classification and did not impact the total taxes payable.

We propose to enhance our tabular disclosure in Note 11 to our consolidated financial statements by providing clarifying disclosure that separately describes each reconciling item over 5% of the expected income tax benefit or expense as follows:

3

 Twelve Months Ended

 December 31,

 2013

 2012

 2011

 ($ in millions)

Income Tax Reconciliation

Expected tax (benefit)/expense at weighted average rate

 $

 (14.4

 )

 $

 (42.9

 )

Prior year adjustments

 (4.9

 )

 (7.2

 )

Valuation provision on U.S. deferred tax assets

 26.7

 15.9

Uncertain tax positions

 9.6

 -

Disallowable expenses

 1.2

 0.9

Other non-taxable items

 (2.4

 )

 (2.2

 )

Impact of changes in statutory tax rates

 (0.8

 )

 (1.7

 )

Total income tax expense/(benefit)

 $         [   ]

 $

 15.0

 $

 (37.2

 )

A footnote will be added to the table to explain any significant components of the prior year adjustment.  For 2012, the prior period adjustment of $4.9 million includes a reclassification of a $3.9 million income tax charge to Other Comprehensive Income relating to unrealized investment gains (giving rise to a credit in the Income Statement), and a $1 million credit relating to an adjustment to the valuation of deductible employee stock awards.  For 2011, the $7.2 million prior year adjustment relates to a $5.6 million adjustment following changes to the tax treatment of our Lloyd's syndicate and a further $1.6 million adjustment for other disallowable items.

In response to the Staff’s comments, we acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal laws of the United States.

Thank you for your consideration of the responses.  If you have any further questions or comments, please contact me at 011-44-207-184-8212, Michael Groll of Willkie Farr & Gallagher LLP at 1-212-728-8616 or Joseph Ferraro of Willkie Farr & Gallagher LLP at 011-44-203-580-4707.

4

Yours sincerely,

/s/ John Worth

John Worth

Chief Financial Officer

Aspen Insurance Holdings Limited

Cc:    Sasha Parikh, Staff Accountant

Mark Brunhofer, Review Accountant

U.S. Securities and Exchange Commission

Michael Cain
Grahame Dawe

Patricia Roufca

Aspen Insurance Holdings Limited

Philip Smart

KPMG Audit Plc

Joseph Ferraro
Michael Groll

Willkie Farr & Gallagher LLP

5

December 6 , 2013

Via E-mail
Mr. John Worth
Chief Financial  Officer
Aspen Insurance Holding Limited
141 Front Street
Hamilton, Bermuda
HM 19

 Re: Aspen Insurance Holding Limited
  Form 10-K for the Year Ended December 31 , 2012
  Filed February  26, 201 3
File No.  001-31909

Dear M r. Worth :

We have reviewed your November 5, 2013 response to our October 31, 2013 letter and
have the following comment.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested re sponse.  If you do not
believe the  comment applies to your facts and circumstances, please tell us why in your
response.  Please furnish us a letter on EDGAR under the form type label CORRESP that key s
your response  to our comment .

After reviewing the information you provide, we may have additional comments and/or
request that you amend your filing.

Notes to the Audited Consolidated Financial Statements
Note 11. Income Taxes, page F -42

1. We acknowledge your response to our comment 2.  Please address the following
additional comments:
 Please tell us more about your significant prior year adjustments relative to expected
tax benefit/exp ense in 2012 and 2010 and explain to us why these adjustments are not
indicative of errors in prior year financial statements.  Please tell us why you were not
able to make more accurate estimates in your initial provision estimates including
what addition al information was learned after the completion of your previous
financial statements and before the filings of your tax returns.
 Please provide us a proposed revised rate reconciliation table and associated
clarifying disclosure to be included in future p eriodic reports that separately describes
each reconciling item over 5% of the expected income tax benefit or expense.

Mr. John Worth
Aspen Insurance Holding Limited
December 6 , 2013
Page 2

You may contact Sasha Parikh, Staff Accountant, at  (202) 551 -3627 or Mark Brunhofer ,
Revi ew Accountant, at (202) 551 -3638  if you have questions regarding the comment . In this
regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

/s/ Jim B . Rosenberg

Jim B. Rosenberg
Senior Assistant Chief  Accountant

CORRESP
1
filename1.htm

CORRESP

 November 5, 2013

VIA EMAIL AND EDGAR

 Jim B. Rosenberg

 Senior
Assistant Chief Accountant

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street
N.E.

 Washington D.C. 20549

Re:
 Aspen Insurance Holdings Limited (the “Company”)

 Form 10-K for the Fiscal Year Ended December 31, 2012

 Filed February 26, 2013

 File No. 001-31909

Dear Mr. Rosenberg:

Further to your letter of October 31, 2013, we have set out below our responses to the questions raised and, where indicated in this
letter, our disclosures included in our Form 10-Q for the quarter ended September 30, 2013 and our proposed disclosures to be included in our Form 10-K for the fiscal year ended December 31, 2013.

For your convenience, we set forth in this letter the comments from your letter in bold typeface and include the Company’s response below
such comments.

 Note 2. Basis of Preparation and Significant Accounting Policies

(b) Accounting for Insurance and Reinsurance Operations

Policy Acquisition Expenses, page F-12

1.
 Please provide us revised disclosure to be included in future periodic reports that addresses the following requirements of ASC 944-30-50-1:

•

 Please revise your policy disclosure to clarify that the nature of acquisition costs capitalized relates only to the costs associated
with successful efforts;

•

 Disclose the amount of acquisition cost amortized for the period; and

•

 Clarify whether the policy acquisition expenses line-item on your statements of operations and comprehensive income includes expenses
that are not capitalized and amortized.

 The Company is of the view that it has correctly applied ASC 944-30-50-1 in
its financial statements for the year ended December 31, 2012 such that only costs relating to the successful acquisition of business have been capitalized and subsequently amortized.

In response to the Staff’s specific comments regarding the amount of acquisition costs deferred and costs amortized for the period, we
have provided the below disclosures in the Company’s most recent Quarterly Report on Form 10-Q for the period ended September 30, 2013 (including new note 10 to the financial statements) where relevant, and intend to provide similar
disclosures in the Company’s future financial statements and related notes, as relevant.

 The following table represents a reconciliation of beginning and ending deferred policy
acquisition costs for three and nine months ended September 30, 2013 and 2012:

Three Months
Ended September 30,
2013

Three Months
Ended September 30,
2012

($ in millions)

 Balance at the beginning of the period

$
264.4

$
233.2

 Acquisition costs deferred

108.2

101.9

 Amortization of deferred policy acquisition costs

(110.5
)

(103.1
)

 Balance at the end of the period

$
262.1

$
232.0

Nine Months
Ended September 30,
2013

Nine Months
Ended September 30,
2012

($ in millions)

 Balance at the beginning of the period

$
223.0

$
184.5

 Acquisition costs deferred

361.4

348.7

 Amortization of deferred policy acquisition costs

(322.3
)

(301.2
)

 Balance at the end of the period

$
262.1

$
232.0

 We also intend to clarify the Company’s use of Policy Acquisition Expenses by renaming it where relevant
as “Amortization of Deferred Policy Acquisition Costs.” Consistent with the Company’s disclosure of its accounting policy in respect of the treatment of General and Administrative Expenses, the Company intends to further clarify that
policy acquisition expenses are incurred when a policy is issued and only the costs directly related to the successful acquisition of new and renewal insurance contracts are deferred and amortized over the same period as the corresponding premiums
are recorded as revenues.

 Note 11. Income Taxes, page F-42

2.
 Please provide us proposed disclosure to be included in future periodic reports that addresses the following issues related to disclosure in
your income tax rate reconciliation table on page F-43:

•

 Please explain the significant prior year adjustments relative to expected tax benefit/expense in 2012 and 2010. Please separately tell us why
these adjustments were recorded in the periods they were and why they are not indicative of errors in your previous period financial statements; and

•

 Please separately disclose each of the reconciling items that represent greater than 5% of your expected income tax benefit/expense as required
by Item 4-08(h)(2) of Regulation S-X. In this regard, the absolute value of your “other” reconciling item is approximately 53% of the expected tax benefit in 2012.

To the extent necessary to understanding the changes in your effective income tax benefit/expense for each period presented,
please also provide revised MD&A disclosure, as applicable, to be included in future periodic reports.

 Income tax returns for our
U.S. and U.K. operating subsidiaries are filed with the U.S. and U.K. tax authorities after the submission date of our Annual Report on Form 10-K, which results in

 2

differences between the estimated tax provision included in the Form 10-K and the final tax charge levied. After completing local tax filing obligations, any adjustments to the original tax
liabilities that are identified are accounted for in the next periodic filing. In both 2012 and 2010, one of the key drivers leading to differences between the estimated and final tax liability are differences between the income reported for Form
10-K purposes and the U.K. entity level taxable profits reported in the U.K. tax returns.

 In preparation of the financial statements for
the year ended December 31, 2012, the Company considered both the prior year adjustments and other reconciling items within the tax disclosure note. Given the quantum of the reconciling balances, the Company determined that the reconciling
balances were not material and therefore did not require any additional disclosure. In future disclosures of the Company’s financial statements, the Company will include greater detail to the extent helpful in providing a greater understanding
of the tax charge in the period.

 In its financial statements for the year ended December 31, 2013, the Company intends to provide
the following additional clarifying disclosures, to the extent applicable for such years:

 “The prior period charge of $3.4 million
reported in 2010 primarily relates to finalization of the tax liability for the year ended December 31, 2009. This was due to a net increase in taxable profits reported in the U.K. financial statements.

The prior period credit of $4.9 million reported in 2012 predominantly relates to a re-classification to Other Comprehensive Income of a tax
charge on investment gains and an adjustment to the valuation of employee stock awards deductible for U.K. tax purposes which took place after finalization of the Form 10-K.

The “Other” line item for $7.6 million (for the year ended December 31, 2012) included within the Income Tax Reconciliation
table relates to an uncertain tax provision for $9.6 million as further disclosed in Note 11 under “Uncertain tax positions” and a $2.0 million tax credit for non-taxable items. The uncertain tax position relates to the uncertainty
over the quantum of interest that is tax deductible under U.K. tax legislation.”

 Note 18. Commitments and Contingencies

(d) Contingencies, page F-61

3.
 On page 76 you state that you do not believe that the eventual outcome of any specific litigation, arbitration or alternative dispute resolution
proceedings to which you are currently a party will have a material adverse effect on the financial condition of your business as a whole. Please provide us proposed disclosure to be included in future periodic reports that discusses your assessment
of materiality on your results of operations and cash flows taking into consideration the courts motion for partial summary judgment against the company for $42 million in 2011. In addition, please revise your disclosure to address the required
disclosures of ASC 450-20-50.

 Based on available information, management forms an opinion on whether the ultimate
resolution of pending or threatened litigation or arbitration is probable, reasonably possible or remote and if any loss or impairment from such matters would have a material effect on the Company’s financial condition, results of operations or
liquidity. As of December 31, 2012, there were no material loss contingencies that were deemed to be other than remote. Accordingly, the Company determined that no disclosure relating to loss contingencies was required in the consolidated
financial statements. In respect of the motion for partial summary judgment against the Company for $42 million in 2011, we confirm that we have complied with ASC 450-20-50 in concluding that no further disclosure was required based on legal advice
as

 3

to the probable outcome and, in particular, the absence of a realistic chance that the judgment of $42 million would prevail. In addition, the Company received confirmation from its E&O
insurers that insurance coverage was available to us for amounts above our own retention in the unlikely event the judgment prevailed. As disclosed in the Company’s 10-Q for the quarter ended March 31, 2012, the matter was settled in March
2012 and the settlement amount did not have a material impact on net income for the period.

 Notwithstanding our past practice, the
Company acknowledges the Staff’s comment and has included the following disclosure, within the Commitment and Contingencies note (note 15(d)) in the most recent Quarterly Report on Form 10-Q for the period ended September 30, 2013 and
intends to make similar disclosures in its future filings where applicable:

 “In common with the rest of the insurance and
reinsurance industry, the Company is also subject to litigation and arbitration in the ordinary course of business. The Company’s Operating Subsidiaries are regularly engaged in the investigation, conduct and defense of disputes, or potential
disputes, resulting from questions of insurance or reinsurance coverage or claims activities. Pursuant to insurance and reinsurance arrangements, many of these disputes are resolved by arbitration or other forms of alternative dispute resolution.
Such legal proceedings are considered in connection with estimating the Company’s Insurance Reserves – Loss and Loss Adjustment Expenses, as provided on the Company’s consolidated balance sheet.

In some jurisdictions, noticeably the U.S., a failure to deal with such disputes or potential disputes in an appropriate manner could result
in an award of “bad faith” punitive damages against the Company’s Operating Subsidiaries. In accordance with ASC 450-20-50-4b, for (a) reasonably possible losses for which no accrual is made because any of the conditions for
accrual in ASC 450-20-25-2 are not met and (b) reasonably possible losses in excess of the amounts accrued pursuant to ASC 450-20-30-1, the Company will provide an estimate of the possible loss or range of possible loss or state that such an
estimate cannot be made.

 As of September 30, 2013, based on available information, it was the opinion of the Company’s
management that the probability of the ultimate resolution of pending or threatened litigation or arbitrations, having a material effect on the Company’s financial condition, results of operations or liquidity would be remote.”

In response to the Staff’s comments, we acknowledge that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal laws of the
United States.

 4

 Thank you for your consideration of the responses. If you have any further questions or
comments, please contact me at 011-44-207-184-8212, Michael Groll of Willkie Farr & Gallagher LLP at 1-212-728-8616 or Joseph Ferraro of Willkie Farr & Gallagher LLP at 011-44-203-580-4707.

Yours sincerely,

 /s/ John
Worth

 John Worth

 Chief Financial Officer

 Aspen Insurance Holdings Limited

Cc:
 Sasha Parikh, Staff Accountant

 Mark Brunhofer, Review Accountant

 U.S. Securities and Exchange Commission

Michael Cain

Grahame Dawe

Patricia Roufca

Aspen Insurance Holdings Limited

Philip Smart

KPMG Audit Plc

Joseph Ferraro

Michael Groll

Willkie Farr & Gallagher LLP

 5

October 31, 2013

Via E-mail
Mr. John Worth
Chief Financial  Officer
Aspen Insurance Holding Limited
141 Front Street
Hamilton, Bermuda
HM 19

 Re: Aspen Insurance Holding Limited
  Form 10-K for the Year Ended December 31 , 2012
  Filed February  26, 201 3
File No.  001-31909

Dear M r. Worth :

We have limited our review  to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your documents.  In our comment s, we
ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe a comment applies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that keys your
responses to our comments.

After reviewing the information you provide, we may have additional comments and/or
request that you amend your filing.

Notes to the Audited Consolidated Financial Statements

Note 2. Basis of Preparation and Significant Accounting Policies
(b) Accounting for Insurance and Reinsurance Operations
Policy Acquisition Expenses, page F -12

1. Please provide us revised disclosure to be included in futur e periodi c reports that
addresses  the following requirements of ASC 944 -30-50-1:
• Please revise your policy disclosure to clarify that the nature of acquisition costs
capitalized relates only to the costs associated with successful efforts;
• Disclose the a mount of acquisition cost amortized for the period ; and

Mr. John Worth
Aspen Insurance Holding Lim ited
October 31, 2013
Page 2

 • Clarify whether the policy acquisition expenses line -item on your statements of
operations and comprehensive income include s expenses that are not capitalized and
amortized.

Note 11. Income Taxes, page F -42

2. Please provide us proposed disclosure to be included in future periodic reports that
addresses the following issues related to disclosure in your income tax rate reconciliation
table on page F -43:
 Please explain the significant prior year adjust ments relative to expected tax
benefit/expense in 2012 and 2010.  Please separately tell us why these adjustments
were recorded in the periods they were and why they are not indicative of errors in
your previous period financial statements.
 Please separate ly disclose each of the reconciling items that represent greater than 5%
of your expected income tax benefit/expense as required by Item 4 -08(h)(2) of
Regulation S -X.  In this regard, the absolute value of your “other” reconciling item is
approximately 53%  of the expected tax benefit in 2012.
To extent necessary to understanding the changes in your effective income tax
benefit/expense for each period presented, please also provide revised MD&A disclosure,
as applicable, to be included in future periodic rep orts.

Note 18. Commitments and Contingencies
(d) Contingencies, page F -61

3. On page 76 you state that you do not believe that the eventual outcome of any specific
litigation, arbitration or alternative dispute resolution proceedings to which you are
curren tly a party will have a material adverse effect on the financial condition of your
business as a whole.   Please provide us proposed disclosure to be included in future
periodic reports that discusses your assessment of materiality on your results of
operat ions and cash flows taking into consideration the courts motion for partial summary
judgment against the company for $42 million in 2011. In addition, please revise your
disclosure to address the required disclosures of ASC 450 -20-50.

 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 all information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its manageme nt 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.

 In responding t o our comment s, please provide  a written statement from the company
acknowledging  that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Mr. John Worth
Aspen Insurance Holding Lim ited
October 31, 2013
Page 3

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

You may contact Sasha Parikh, Staff Accountant, at  (202) 551 -3627 or Mark Brunhofer ,
Revi ew Accountant, at (202) 551 -3638  if you have questions regarding the comments. In this
regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

/s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief  Accountant

February 7, 2012

Via E-mail
Mr. Christopher O’Kane
Chief Executive Officer
Aspen Insurance Holdings Limited
141 Front Street
Hamilton, Bermuda HM19

 Re: Aspen Insurance Holdings Limited
  Form 10-K for the Fiscal Year Ended December 31, 2010
  Filed February 25, 2011
  File No. 001-31909
 Dear Mr. O’Kane:

We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Gus Rodriguez
Gus Rodriguez Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

      Aspen

      141 Front Street

      Hamilton HM19

      Bermuda

      PO Box HM 2729

      Hamilton HMLX

    February 6, 2012

      Bermuda

    VIA EMAIL AND EDGAR

      T +1 441 295 8201

  aspen.co

Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549

    Re:

    Aspen Insurance Holdings Limited

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed February 25, 2011

File No. 001-31909

Dear Mr. Rosenberg:

Further to your letter of January 23, 2012, we have set out below our responses to the questions
raised and our proposed disclosures to be included in our Form 10-K for the fiscal year ended
December 31, 2011.

For your convenience, we set forth in this letter (the “Response Letter”) the comment from your
letter in bold typeface and include the Company’s response below such comment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Valuation of Investments, page 123

    1.

    Please expand your proposed disclosure to discuss the differences in valuation approaches
between a pricing service and an index service provider. Disclose if an index is one of the
various market conventions used by an index service provider and if so disclose how an index
is used to determine a price for an individual security.

In response to the Staff’s specific comments above we intend to further supplement our existing
disclosures in our forthcoming Annual Report on Form 10-K for the year ended December 31, 2011 in
the appropriate place in a manner consistent with the proposed disclosure below. The proposed
underlined disclosure would be additional to our current disclosure and the disclosure proposed in
our letter dated January 9, 2012 under the caption “Valuation of Investments — Fixed Maturities —
Independent Pricing Services and Index Providers”.

Independent Pricing Services and Index Providers.

The
underlying methodology used to determine the fair value of securities in the Company’s
available for sale and trading portfolios by the pricing services and index providers the
Company uses is very similar. Pricing services will gather observable pricing inputs from multiple
external sources, including buy and sell-side contacts and broker-dealers, in order to

develop their internal prices. Index providers are those firms which provide prices for a range
of securities within one or more asset classes, typically using their own in-house market makers
(traders) as the primary pricing source for the indices, although ultimate valuations may also rely
on other observable data inputs to derive a dollar price for all index-eligible securities. Index
providers without in-house trading desks will function similarly to a pricing service in that they
will gather their observable pricing inputs from multiple external sources. All prices for the
Company’s securities attributed to index providers are for an individual security within the
respective indices.

Pricing services and index providers provide pricing for less complex, liquid securities based on
market quotations in active markets. Pricing services and index providers supply prices for a broad
range of securities including those for actively traded securities, such as Treasury and other
Government securities, in addition to those that trade less frequently or where valuation includes
reference to credit spreads, pay down and pre-pay features and other observable inputs. These
securities include Government Agency, Municipals, Corporate and Asset-Backed Securities.

For securities that may trade less frequently or do not trade on a listed exchange, pricing
services and index providers may use matrix pricing consisting of observable market inputs
to estimate the fair value of a security. These observable market inputs include: reported trades,
benchmark yields, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities,
bids, offers, reference data, and industry and economic factors. Additionally, pricing services
and index providers may use a valuation model such as an option adjusted spread model
commonly used for estimating fair values of mortgage-backed and asset-backed securities.
Neither the Company, nor its index providers, derives dollar prices using an index as a pricing
input for any individual security.

2

In response to the Staff’s comments, we acknowledge that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

    •

    staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert staff comments as a defence in any proceeding initiated by
the Commission or any person under the federal laws of the United States.

Thank you for your consideration of the responses. If you have any further questions or comments,
please contact me at 011-44-207-184-8212, Michael Groll of Dewey & LeBoeuf at 1-212-259-8616 or Joe
Ferraro of Dewey & LeBoeuf at 011-44-207-459-5125.

Yours sincerely,

    /s/ Richard Houghton

    Richard Houghton

    Chief Financial Officer

Aspen Insurance Holdings Limited

    Cc:

     Don Abbott, Staff Accountant

Gus Rodriguez, Accounting Branch Chief

U.S. Securities and Exchange Commission

    Scott Kirk

Grahame Dawe

Michael Cain

Patricia Roufca

Aspen Insurance Holdings Limited

    Philip Smart

KPMG Audit Plc

    Michael Groll

Joseph Ferraro

Dewey & LeBoeuf LLP

3

January 23, 2012

Via E-mail
Mr. Christopher O’Kane
Chief Executive Officer
Aspen Insurance Holdings Limited
141 Front Street
Hamilton, Bermuda HM19

 Re: Aspen Insurance Holdings Limited
Form 10-K for the Fiscal Year Ended December 31, 2010
  Filed February 25, 2011
  File No. 001-31909
 Dear Mr. O’Kane:

We have reviewed your January 9, 2012 re sponse to our December 15, 2011letter and
have the following comment.
Please respond to this letter within 10  business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe the comment applies to your facts and circumstances, please tell us why in your
response.  Please furnish us a letter on EDGA R under the form type label CORRESP that
keys your response to our comment.
 After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.  Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Valuation of Investments, page 123

1. Please expand your proposed disclosure to  discuss the differences in valuation
approaches between a pricing service and an  index service provider. Disclose if an
index is one of the various market conven tions used by an index service provider and
if so disclose how an index is used to de termine a price for an individual security.

You may contact Don Abbott, Staff A ccountant, at (202) 551-3608, or Gus
Rodriguez, Accounting Branch Chief, at (202)  551-3752 if you have any questions regarding
the comment.  In this regard, do not he sitate to contact me at (202) 551-3679.

Sincerely,

       / s /  J i m  B .  R o s e n b e r g

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

corresp

    Aspen

    141 Front Street

    Hamilton HM19

    Bermuda

    PO Box HM 2729

    Hamilton HMLX

    Bermuda

    T-1 441 295 8201

    aspen.co

January 9, 2012

VIA FAX AND EDGAR

Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549

    Re:

    Aspen Insurance Holdings Limited

    Form 10-K for the Fiscal Year Ended December 31, 2010

    Filed February 25, 2011

    File No. 001-31909

Dear Mr. Rosenberg:

Further to your letter of December 15, 2011, and our subsequent letter of December 20, 2011, we
have set out below our responses to the questions raised, proposed disclosures and where necessary
provided additional analysis.

For your convenience, we set forth in this letter (the “Response Letter”) each comment from your
letter in bold typeface and include the Company’s response below each such comment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Valuation of Investments, page 123

    1.

    You disclose in the table on page 124 that index providers represented 85.2% and
81.4% of the pricing sources for your fixed-income investments in 2010 and 2009.
You also disclose that your index service providers have the highest priority in your price
source hierarchy. Please tell us:

    •

    What information the index service providers provided you;

    •

    The specific investments for which the information was used;

    •

    How the information was used to determine fair value of the investments; and

    •

    The processes used by management to determine that the information provided by index
providers was appropriate.

In response to the Staff’s specific comments above we intend to supplement our existing disclosures
in our forthcoming Annual Report on Form 10-K for the year ended December 31, 2011 in the
appropriate place in a manner consistent with the proposed disclosure below. The proposed
underlined disclosure would be additional to our current disclosure.

Valuation of Fixed Income, Equities and Short Term Available for Sale Investments and Fixed Income
and Short-Term Trading Investments

     Fair Value Measurements. Our estimates of fair value for financial assets and liabilities are
based on the framework established in the fair value accounting guidance included in ASC Topic 820,
“Fair Value Measurements and Disclosures.” The framework prioritizes the inputs, which refer
broadly to assumptions market participants would use in pricing an asset or liability, into three
levels, which are described in more detail below.

Fixed Maturities

The Company’s fixed income maturity securities are classified as either available for sale or
trading and carried at fair value. At December 31, 2011 and December 31, 2010, the Company’s
fixed income instruments were valued by pricing services, index providers or broker-dealers, using
standard market conventions. Our approach to obtaining pricing information from pricing services
and index providers is the same. The market conventions utilize market quotations, market
transactions in comparable instruments and various relationships between instruments including, but
not limited to, yield to maturity, dollar prices and spread prices in determining value. The
pricing sources are primarily internationally recognized independent pricing services and
broker-dealers.

Independent Pricing Services and Index Providers. Pricing services and index providers,
provide pricing for less complex, liquid securities based on market quotations in active markets.
Pricing services and index providers supply prices for a broad range of securities including
those for actively traded securities, such as Treasury and other Government securities, in addition
to those that trade less frequently or where valuation includes reference to credit spreads, pay
down and pre-pay features and other observable inputs. These securities include Government
Agency, Municipals, Corporate and Asset-Backed Securities.

     For securities that may trade less frequently or do not trade on a listed exchange,
these pricing services may use matrix pricing consisting of observable market inputs to estimate
the fair value of a security. These observable market inputs include: reported trades, benchmark
yields, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids,
offers, reference data, and industry and economic factors. Additionally, pricing services may use a
valuation model such as an option adjusted spread model commonly used for estimating fair values of
mortgage-backed and asset-backed securities.

     Broker-Dealers. We obtain quotes from broker-dealers who are active in the corresponding
markets when prices are unavailable from independent pricing services or index providers.
Generally, broker-dealers value securities through their trading desks based on observable market
inputs. Their pricing methodologies include mapping securities based on trade data, bids or offers,
observed spreads and performance on newly issued securities. They may also establish pricing
through observing secondary trading of similar securities. Quotes from broker-dealers are
non-binding.

     The Company obtains prices for all of its fixed income investment securities via its
third-party accounting service provider, in the majority of cases receiving a number of quotes so
as to obtain the most comprehensive information available to determine a security’s fair value. A
single valuation is applied to each security based on the vendor hierarchy maintained by our
third-party accounting service provider.

2

     At December 31, 2011, we obtained an average of [X] quotes per investment, compared to 2.9
quotes at December 31, 2010. Pricing sources used in pricing our fixed income investments at
December 31, 2011 and December 31, 2010, respectively, were as follows:

    Twelve Months

    Twelve Months

    Ended

    Ended

    December 31,

    December 31,

    2011

    2010

    Index providers

    85
    %

    Pricing services

    13
    %

    Broker-dealers

    2
    %

    Total

    100
    %

     At December 31, 2011, pricing for approximately X% (2010 — 85%) of our total fixed maturities
was based on prices provided by internationally recognized index providers. A summary of
securities priced using pricing information from index providers at December 31, 2011 and December
31, 2010 is provided below:

     Fixed Income Maturities— Available For Sale

    December 31, 2011

    December 31, 2010

    Fair Market

    Fair Market

    Value

    % of Total

    Value

    % of Total

    Determined

    Fair Value

    Determined

    Fair Value

    using Prices

    by

    using Prices

    by

    from Index

    Security

    from Index

    Security

    Providers

    Type

    Providers

    Type

    U.S. Government

    $
    725.4

    100
    %

    U.S. Agency

    261.7

    87
    %

    Municipal

    29.6

    96
    %

    Corporate

    1,809.1

    92
    %

    FDIC Guaranteed Corporate

    86.4

    69
    %

    Non-U.S. Government-backed Corporate

    185.8

    81
    %

    Foreign Government

    486.3

    79
    %

    Asset-backed

    39.3

    67
    %

    Non-agency commercial mortgage-backed

    —

    Agency Mortgage-backed

    919.8

    78
    %

    Total Fixed Maturities — Available for Sale

    4,543.4

    85
    %

     Fixed Income Maturities — Trading.

    December 31, 2011

    December 31, 2010

    Fair Market

    Fair Market

    Value

    % of Total

    Value

    % of Total

    Determined

    Fair Value

    Determined

    Fair Value

    using Prices

    by

    using Prices

    by

    from Index

    Security

    from Index

    Security

    Providers

    Type

    Providers

    Type

    U.S. Government

    $
    48.3

    100
    %

    U.S. Agency

    0.5

    100
    %

    Municipal

    2.9

    88
    %

    Corporate

    315.4

    93
    %

    Asset-backed

    39.3

    67
    %

    Foreign Government

    2.7

    29
    %

    Total Fixed Maturities — Trading

    369.8

    91
    %

3

     The Company, in conjunction with its third-party accounting service provider, obtains an
understanding of the methods, models and inputs used by the third-party pricing service and index
provider to assess the on-going appropriateness of vendors’ prices. The Company and its third
party accounting service provider also have controls in place to validate that amounts provided
represent fair values.

     Processes to validate and review pricing include, but are not limited to:

    •

    quantitative analysis (e.g., comparing the quarterly return for each managed portfolio to
its target benchmark, with significant differences identified and investigated);

    •

    comparison of market values obtained from pricing services, index providers and
broker-dealers against fund manager pricing where further investigation is completed when
significant differences exist for pricing of individual securities between pricing
sources;

    •

    initial and ongoing evaluation of methodologies used by outside parties to calculate fair value; and

    •

    comparison of the fair value estimates to our knowledge of
the current market and on a sample basis against alternative
internationally recognized independent pricing sources.

     Prices
obtained from pricing services, index providers and broker-dealers are not
adjusted by us; however, prices provided by a pricing service, index provider or broker-dealer
in certain instances may be challenged based on market or information available from internal
sources, including those available to our third-party investment accounting service provider.
Subsequent to any challenge, revisions made by the pricing service, index provider or
broker-dealer to the quotes are supplied to our investment accounting service provider.

     Management reviews the vendor hierarchy maintained by our third-party accounting service
provider in order to determine which price source provides the most appropriate fair value
(i.e. a price obtained from a pricing service with more seniority in the hierarchy will be used
over a less senior one in all cases). The hierarchy level assigned to each security in the
Company’s available for sale and trading portfolios is based upon its assessment of the
transparency and reliability of the inputs used in the valuation as of the measurement date.
The hierarchy of index providers and pricing services is determined using various qualitative
and quantitative points arising from reviews of the vendors conducted by the Company’s third-party
accounting service provider. Vendor reviews include annual onsite due diligence meetings with index
providers and pricing services vendors covering valuation methodology, operational walkthroughs and
legal and compliance updates. Index providers are assigned the highest priority in the pricing
hierarchy due primarily to availability and reliability of pricing information.

     The Company’s fixed income securities are traded on the over-the-counter market, based on
prices provided by one or more market makers in each security. Securities such as U.S. Government,
U.S. Agency, Foreign Government and investment grade corporate bonds have multiple market makers in
addition to readily observable market value indicators such as expected credit spread, except for
Treasury securities, over the yield curve. The Company uses a variety of pricing sources to value
our fixed income securities including those securities that have pay down/prepay features such as
mortgage-backed securities and asset-backed securities in order to ensure fair and accurate
pricing. The fair value estimates for the investment grade securities in the Company’s portfolio do
not use significant unobservable inputs or modelling techniques.

     The Company considers prices for actively traded securities to be derived based on quoted
prices in an active market for identical assets, which are Level 1 inputs in the fair value
hierarchy. As the fair values of our U.S. Treasury securities are based on unadjusted market

4

prices in active markets, they are classified within Level 1. As identified in the tables above, the
majority of securities are valued using prices supplied by index providers.

     The Company considers prices for other securities that may not be as actively traded
which are priced via pricing services, index providers vendors and broker-dealers, or with
reference to interest rates and yield curves, to be derived based on inputs that are observable for
the asset, either directly or indirectly, which are Level 2 inputs in the fair value hierarchy.
As identified in the table above, these securities are also valued using prices supplied by index
providers

     The Company considers securities, other financial instruments and derivative insurance
contracts subject to fair value measurement whose valuation is derived by internal valuation models
to be based largely on unobservable inputs, which are Level 3 inputs in the fair value hierarchy.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 19 — Concentrations of Credit Risk, page F-53

    2.

    You entered into interest rate swaps with a total notional amount of $500.0 million at December 31, 2010 and $1 billion at September 30, 2011 that mature between August 2, 2012 and November
9, 2020 to hedge
your investment
portfolio against
increases in
interest rates. In
the event that any
counterparties fail
to meet their
contractual
obligations under
these swaps, it
appears you would
be exposed to
counterparty credit
risks. Please
provide us with the
following information:

    •

    The names of the significant counterparties for your interest rate swaps;

    •

    The notional amounts and amounts due from each of these counterparties;

    •

    The processes and procedures you undertake to assess the financial strength and ability of the counterparties to perform on their obligations;

    •

    The nature of the non-cash collateral received from the swap counterparty at December 31, 2010 and how you determine the value of the non-cash collateral; and

    •

    The maximum amount of loss due to credit risk if the counterparties were to fail.

In response to the Staff’s specific comments above we intend to supplement our existing disclosures
in our forthcoming Annual Report on Form 10-K for the year ended December 31, 2011 in the
appropriate place where credit risk is discussed in more detail, in a manner consistent with the
proposed disclosure below.

As of December 31, 2010, we had $500 million of notional interest rate swaps with Goldman Sachs
International (“Goldman”) that had a Net Present Value (“NPV”) in our favor of $6.8 million for
which Goldman posted collateral to us as of December 31, 2010 with a market value  of $7.7 million. As at December 31, 2011, we had notional amounts of interest rate
swaps of $1 billion with two counterparties, Goldman Sachs International ($500 million notional)
and Crédit Agricole Corporate & Investment Bank (“Crédit Agricole”) ($500 million notional) under
respective ISDA agreements.

As of December 31, 2011, our swap positions (NPV) under
 each of our interest rate swaps with Goldman and
Crédit Agricole were [“negative” (i.e., in favor of Goldman and Crédit Agricole)] for which [we] posted
collateral with a market value of $X.X million [in favor of Goldman] and $Y.Y million [in favor of
Crédit Agricole].

5

Below is a description of the main processes and procedures we have undertaken to assess the
financial strength and ability of our swap counterparties to perform their obligations:

    •

    We have ISDA master agreements with multiple potential counterparties to diversify our
counterparty

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December 20, 2011

VIA E-MAIL AND EDGAR

Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549

    Re:

    Aspen Insurance Holdings Limited

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed February 25, 2011

File No. 001-31909

Dear Mr. Rosenberg

I refer to your letter of December 15, 2011 in relation to the above addressed to Christopher
O’Kane, Chief Executive Officer of Aspen Insurance Holdings Limited. Aspen Insurance Holdings
Limited notes the content of your letter and will respond within a timely manner. Your comments,
however, relate to issues of detail which will require coordination, both internally and with our
external advisors. Given the timing of receipt of your letter and the pending holiday period we do
not believe that it will be possible to facilitate this within the 10 business day response period
you have requested.

Accordingly, as requested in your letter, I am writing to advise that Aspen Insurance Holdings
Limited anticipates being in a position to respond to the comments in your letter by January 9, 2012. I trust that in light of the explanation set out above this timeframe is
acceptable. If you would like to discuss this issue further, however, please do not hesitate to
contact me at +44 207 184 8863 or via email at patricia.roufca@aspen.co.

Yours sincerely

/s/ Patricia Roufca

Patricia Roufca

Associate Group General Counsel

December 15, 2011

Via E-mail
Mr. Christopher O’Kane
Chief Executive Officer
Aspen Insurance Holdings Limited
141 Front Street
Hamilton, Bermuda HM19

 Re: Aspen Insurance Holdings Limited
Form 10-K for the Fiscal Year Ended December 31, 2010
  Filed February 25, 2011
  File No. 001-31909
 Dear Mr. O’Kane:

We have limited our review to only your fi nancial statements and related disclosures
and do not intend to expand our review to ot her portions of your document.  In our
comments, we ask you to provide us with in formation so we may better understand your
disclosure.

Please respond to this letter within 10  business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe a comment applies to your facts a nd circumstances, please tell us why in your
response.  Please furnish us a letter on EDGA R under the form type label CORRESP that
keys your responses to our comments.

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Valuation of Investments, page 123

1. You disclose in the table on page 124 th at index providers re presented 85.2% and
81.4% of the pricing sources for your fi xed-income investments in 2010 and 2009.
You also disclose that your index service providers have the highest priority in your
price source hierarchy.  Please tell us:
 What information the index service providers provided you;
 The specific investments for which the information was used;
 How the information was used to determine fair value of the investments; and
 The processes used by management to determine that the information provided by
index providers wa s appropriate.

Mr. Christopher O’Kane
Aspen Insurance Holdings Limited December 15, 2011 Page 2

Consolidated Financial Statements

Notes to Consolidated Financial Statements
Note 19 – Concentrations of Credit Risk, page F-53

2. You entered into interest rate swaps with a total notional amount of $500.0 million at
December 31, 2010 and $1 billion at September 30, 2011 that mature between August 2,
2012 and November 9, 2020 to hedge your investment portfolio against increases in
interest rates . In the event that a ny counterparties fail to meet their contractual
obligations under these swaps,  it appears you would be exposed to counterparty credit
risks.  Please provide us  with the following information:
 The names of the significant counterpart ies for your interest rate swaps;
 The notional amounts and amounts due fr om each of these counterparties;
 The processes and procedures you undertak e to assess the financial strength and
ability of the counterparties to perform on their obligations;
 The nature of the non-cash collateral r eceived from the swap counterparty at
December 31, 2010 and how you determine the value of the non-cash collateral;
and
 The maximum amount of loss due to credit ri sk if the counterparties were to fail.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
   In responding to our comments, please pr ovide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact Don Abbott, Staff A ccountant, at (202) 551-3608, or Gus
Rodriguez, Accounting Branch Chief, at (202)  551-3752 if you have any questions regarding
the comments.  In this regard, do not he sitate to contact me at (202) 551-3679.

Sincerely,

       / s /  J i m  B .  R o s e n b e r g

Jim B. Rosenberg
Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   February 22, 2010  Christopher O’Kane Chief Executive Officer Aspen Insurance Holdings Limited Maxwell Roberts Building 1 Church Street Hamilton, Bermuda  HM 11
Re: Aspen Insurance Holdings Limited
 Form 10-K for Fiscal Year Ended December 31, 2008
 Form 10-Q for the quarterly period ended June 30, 2009  File No. 001-31909
Dear Mr. O’Kane:

We have completed our review of your Fo rms 10-K and 10-Q and have no further
comments at this time.
          S i n c e r e l y ,             J o e l  P a r k e r          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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February 1, 2010

VIA
FAX AND EDGAR

Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549

    Re:

    Aspen Insurance Holdings Limited

Form 10-K for the Fiscal Year ended December 31, 2008

Form 10-Q for the quarterly period ended June 30, 2009

(File No. 001-31909)

Dear Mr.
Rosenberg:

Further to your letter of December 23, 2009, we have set out below our responses to the questions
raised, proposed disclosures and where necessary provided additional analysis. This letter follows
our prior letter from Michael Cain, Aspen’s Group General Counsel, dated December 24, 2009 where we
requested an extension to the timetable for our response due to the holidays.

For your convenience, we set forth in this letter (the “Response Letter”) each comment from your
letter in bold typeface and include the Company’s response below each such comment.

Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Critical Accounting Policies

Reserving approach, page 98, IBNR claims, page 99, Actuarial range of gross reserves, page 100 and Uncertainties, page 100

    1.

    We believe your disclosure in the Critical Accounting Estimates section of MD&A regarding the
estimation of the reserve for loss and loss adjustment expenses could be improved to better
explain the judgments and uncertainties surrounding this estimate and the potential impact on
your financial statements. We believe in order to meet the principal objectives of MD&A this
disclosure should enable the investor to understand 1) management’s method for establishing
the estimate; 2) whether and if so to what extent and why you have adjusted your assumptions
used to determine the estimate from the assumptions used in the immediately preceding period
and 3) the potential variability in the most recent estimate and the impact this variability
may have on reported results, financial condition and liquidity. Please keep these points in
mind in providing us your responses to the comments listed below. Please revise your
disclosure to include the following information and also consider providing any additional
information to achieve this objective.

    a.

    Please describe the methods you used to determine your reserve for loss and
loss adjustment expense. In your disclosure, include a description of the method you
use to calculate the IBNR reserve for each material line of business. For example, we

    understand that some companies may calculate this reserve by estimating the ultimate
unpaid liability first and then reducing that amount by cumulative paid claims and by
case reserves, but there may be other methods as well. In addition, to the extent your
interim procedures for determining the reserve for loss and loss adjustment expense
differs from the annual procedures, describe the differences.

    b.

    As it appears you utilize actuaries in estimating the liability for unpaid
claims and claims adjustment and may make adjustments to the actuarial estimates,
provide the following information:

1) Describe the method used by management to determine the adjustment and the extent to
which you rely on objective versus subjective determinations. Such adjustments may
include, but not be limited to, an incremental provision, a reduction in the liability,
or a reversal of a previously recorded adjustment.

2) When such adjustments or reversals are made, include MD&A disclosure that identifies
the amount of the adjustment or reversal, the method you used to determine it, and the
specific underlying reasons that explain why you believe the adjustment or reversal is
necessary.

a. In response to the Staff’s specific comments above we intend to supplement our existing
disclosures in our forthcoming Annual Report on Form 10-K for the year ended December 31, 2009 in
the appropriate place within the “Critical Accounting Policies – Reserves” section of the MD&A, as
follows:

“The need for IBNR reserves arises from time lags between when a loss occurs and when it is
actually reported and settled. By definition, we do not have specific information on IBNR claims
so they need to be estimated by actuarial methodologies. IBNR reserves are therefore generally
calculated at an aggregate level and cannot generally be identified as reserves for a particular
loss or contract. We calculate IBNR reserves by line of business and by accident year within
that line. Where appropriate, analyses may be conducted on sub-sets of a line of business. IBNR
reserves are calculated by projecting our ultimate losses on each line of business and subtracting
paid losses and case reserves.”

We also propose to add the following narrative to our forthcoming Form 10-K for the year ended
December 31, 2009 in response to the Staff’s specific comments:

“The main projection methodologies that are used by our actuaries are:

    •

    Initial expected loss ratio method (“IELR”): This method calculates an estimate of ultimate
losses by applying an estimated loss ratio to an estimate of ultimate earned premium for each
accident year. The estimated loss ratio is based on pricing information and industry data and
is independent of the current claims experience to date.

2

    •

    Bornhuetter-Ferguson method (“BF”): The BF method uses as a starting point an assumed IELR and
blends in the loss ratio, which is implied by the claims experience to date using benchmark
loss development patterns on paid claims data (“Paid BF”) or reported claims data (“Reported
BF”). Although the method tends to provide less volatile indications at early stages of
development and reflects changes in the external environment, it can be slow to react to
emerging loss development and can, if the IELR proves to be inaccurate, produce loss estimates
which take longer to converge with the final settlement value of loss.

    •

    Loss development (“Chain Ladder”): This method uses actual loss data and the historical
development profiles on older accident years to project more recent, less developed years to
their ultimate position.

    •

    Exposure-based method: This method is used for specific large typically catastrophic events
such as a major hurricane. All exposure is identified and we work with known market
information and information from our cedents to determine a percentage of the exposure to be
taken as the ultimate loss.

While our actuaries calculate the IELR, BF and Chain Ladder methods for each line of business and
each accident year, they provide a range of ultimates within which management’s best estimate is
most likely to fall. This range will usually reflect a blend of the various methodologies. In
general terms, the IELR method is most appropriate for lines of business and/or accident years
where the actual paid or reported loss experience is not yet mature enough to modify our initial
expectations of the ultimate loss ratios. Typical examples would be recent accident years for
lines of business in the casualty reinsurance segment. The BF method is generally appropriate
where there are few reported claims and a relatively less stable pattern of reported losses.
Typical examples would be our treaty risk excess line of business in our property reinsurance
segment and marine hull line of business in our international insurance segment. The Chain Ladder
method is appropriate when there are relatively stable patterns of loss emergence and a relatively
large number of reported claims. Typical examples are the U.K. commercial property and U.K.
commercial liability lines of business in the international insurance segment.

There are no differences between our year-end and our quarterly internal reserving procedures.”

b. In response to the Staff’s comment above, we propose to add the following narrative to our Form
10-K for the year ended December 31, 2009:

“Management has not made any adjustments to actuarial estimates. Actuarial projection
methodologies involve significant subjective judgments reflecting many factors such as changes in
legislative conditions, changes in judicial interpretation of legal liability policy coverages and
inflation. Our actuaries collaborate with underwriting, claims, legal and finance in identifying
factors which are incorporated in their range of ultimates in which management’s best estimate is
most likely to fall. While management can select its best estimate outside the range provided by
the actuaries, management has not made any adjustment to the estimates
provided by the actuaries.
Management, through its Reserve Committee, then reviews the range of estimates and other evidence
and selects its best estimate of reserves for each line of business and accident year. This
provides the basis for the recommendation made by management to the Audit Committee and Board of
Directors regarding the reserve amounts to be recorded in the Company’s financial statements. The
Reserve Committee is a management committee consisting of the Chief Risk Officer, the Group Chief
Actuary, the Chief Financial Officer and senior members of our Underwriting and Claims staff.”

    2.

    In order to show investors the potential variability in the most recent estimate of your loss
reserve, quantify and present preferably in a tabular format the impact that reasonably likely
changes in the key assumptions identified may have on reported results, financial position and

3

    liquidity by each line of business. Explain why management believes the scenarios quantified
are reasonably likely.

In our current disclosure we provide the lower and upper end of the actuarial range of gross
reserves along with management’s best estimate by segment.

As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008, the actuarial
ranges are not intended to include the minimum or maximum amount that the claims may ultimately
settle at, but are designed to provide management with ranges from which it is reasonable to select
a single best estimate for inclusion in our financial statements.

In respect of the sensitivity analysis we have provided below the range of distribution from our
stochastic modelling which provides a probabilistic approach to the analysis of reserves. We
believe that our proposed disclosure more accurately addresses the Staff’s comments as it provides
a distribution against which selected reserves can be assessed for which we show the probability of
various outcomes relative to the actuarial mean estimate.

The amounts shown for the lower and upper ends of the actuarial range are different from the sums
of the corresponding amounts for the four segments. The difference, which we show in the tables as
‘potential variation’, takes into account the fact that at the higher end of the actuarial range we
do not expect all segments to deteriorate at the same time (hence the variation credit) and,
conversely, at the lower end of the actuarial range not all segments will improve simultaneously
(hence the debit).

We propose supplementing our current disclosure taking into account the above in response to the
Staff’s comment with the following discussion of key reserving assumptions and related sensitivity
analysis to be included in our forthcoming Form 10-K for the year ended December 31, 2009:

“Loss Reserving Sensitivity Analysis: The most significant key assumptions identified in the
reserving process are that (1) the historic loss development and trend experience is assumed to be
indicative of future loss development and trends, (2) the information developed from internal and
independent external sources can be used to develop meaningful estimates of the initial expected
ultimate loss ratios, and (3) no significant losses or types of losses will emerge that are not
represented in either the initial expected loss ratios or the historical development patterns.

The selected best estimate of reserves is typically in excess of the mean of the actuarial reserve
estimates. The Company believes that there is potentially significant risk in estimating loss
reserves for long-tail lines of business and for immature accident years that may not be adequately
captured through traditional actuarial projection methodologies. As discussed above, these
methodologies usually rely heavily on projections of prior year trends into the future. In
selecting its best estimate of future liabilities, the Company considers both the results of
actuarial point estimates of loss reserves as well as the potential variability of these estimates
as captured by a reasonable range of actuarial reserve estimates. In determining the appropriate
best estimate, the Company reviews (i) the position of overall reserves within the actuarial
reserve range, (ii) the result of bottom up analysis by accident year reflecting the impact of
parameter uncertainty in actuarial calculations, and (iii) specific qualitative information on
events that may have an effect on future claims but which may not have been adequately reflected in
actuarial mid-point estimates, such as the potential for outstanding litigation or claims practices
of cedants to have an adverse impact.

In order to show the potential variability in the Company’s estimate of loss reserves, the internal
actuaries use stochastic modelling techniques around their mean estimate. We believe that
stochastic modelling provides a distribution against which selected reserves can be assessed for
which we show the probability of various

4

outcomes relative to the actuarial mean estimate. Stochastic modelling provides a range of
potential outcomes as reserve movements will be caused by any number of factors, and as such it is
unlikely that only one factor will change in a given period; stochastic modelling techniques will
reflect the impact from many factors. The output from the stochastic modelling is more meaningful
at a segmental level and is therefore not provided at a line of business level. We show in the
following table, the 10th percentile, 25th percentile, actuarial mean
estimate, 75th percentile and 90th percentile together with the actual
percentile that the selected loss reserves represent.

    As at December 31, 2008

    Management's

    Selected

    Reserve

    Percentile

    10th

    25th

    Mean

    75th

    90th

    Gross Reserves

    ($ in millions)

    (%)

    ($ in millions)

    Property Reinsurance

    $
    488.5

    65
    %

    $
    352.8

    $
    400.2

    $
    466.9

    $
    517.7

    $
    579.7

    Casualty Reinsurance

    1,311.1

    76
    %

    930.5

    1,034.1

    1,181.2

    1,299.1

    1,433.6

    International Insurance

    1,117.4

    66
    %

    804.6

    905.8

    1,076.1

    1,180.2

    1,361.0

    U.S. Insurance

    153.3

    68
    %

    87.3

    106.1

    132.9

    166.5

    201.0

    Potential Variation

    —

    70
    %

    357.2

    200.5

    —

    (182.9
    )

    (382.7
    )

    Total Gross Losses and Loss
Expense Reserves

    $
    3,070.3

    83
    %

    $
    2,532.4

    $
    2,646.7

    $
    2,857.1

    $
    2,980.6

    $
    3,192.6

The 10th percentile represents a 1 in 10 chance that, for example, the property
reinsurance reserves will be at or lower than $352.8 million. The 90th percentile
represents a 1 in 10 chance that reserves will be at or greater than $579.7 million. The
potential variation reflects the fact that not all the segments are perfectly correlated; that is,
we would not expect all lines of business to run off better than or worse than the mean at the same
time.

If the ultimate liabilities equate to the mean actuarial estimate, then the impact from the change
in loss reserves would be to increase net income before tax by $213.2 million (being the difference
above between the selected loss reserves of $3,070.3 million and the mean v

CORRESP
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December 24, 2009

VIA FAX AND COURIER

Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549

    Re:

    Aspen Insurance Holdings Limited

Form 10-K for the Fiscal Year Ended December 31, 2008

Form 10-Q for the quarterly period ended June 30, 2009

(File No. 001-31909)

Dear Mr Rosenberg

I refer to your letter of December 23, 2009 in relation to the above addressed to Christopher
O’Kane, Chief Executive Officer of Aspen Insurance Holdings Limited. I also refer to a telephone
conversation of yesterday between your office and Richard Houghton, Chief Financial Officer of
Aspen Insurance Holdings Limited.

Aspen Insurance Holdings Limited notes the content of your letter and will respond within a timely
manner. A number of your comments, however, relate to issues of detail which will require
considerable coordination, both internally and with our external advisors. Given the timing of
receipt of your letter and the pending holiday period we do not believe that it will be possible to
facilitate this within the 10 business day response period your have requested.

In addition, the comments in your letter as to executive compensation request a draft of the
disclosure to be included in our Form 10-K for the Fiscal Year Ended December 31, 2009. As you will
appreciate, in particular in light of the current regulatory and shareholder focus on compensation
issues, our disclosure as to executive compensation is currently subject to considerable discussion
between management, our Compensation Committee and outside advisors. We believe that this process
should be substantially completed before a draft is forwarded to you. We anticipate that the
majority of this work will take place during January 2010, although it may not be finally approved
by our Compensation Committee and Board until February 2010.

Accordingly, as requested in your letter, I am writing to advise that Aspen Insurance Holdings
Limited anticipates being in a position to respond to the comments in your letter by the end of
January 2010. I trust that in light of the explanation set out above this timeframe is acceptable.
If you would like to discuss this issue further, however, please do not hesitate to contact me at
+44 207 184 8282 or via email at michael.cain@aspen-re.com.

    Yours sincerely

    /s/ Michael Cain

    Michael Cain

    Group General Counsel

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   December 23, 2009  Christopher O’Kane Chief Executive Officer Aspen Insurance Holdings Limited Maxwell Roberts Building 1 Church Street Hamilton, Bermuda  HM 11
Re: Aspen Insurance Holdings Limited
 Form 10-K for Fiscal Year Ended December 31, 2008
 Form 10-Q for the quarterly period ended June 30, 2009  File No. 001-31909
Dear Mr. O’Kane:

We have reviewed your filings and have the following comments. In our
comments, we ask you to provide us with  information to better understand your
disclosure. Where a comment requests you to  revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filings, as app licable, in which you intend to first include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filings.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Christopher O’Kane
Aspen Insurance Holdings Limited
December 23, 2009 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 7.  Management’s Discussion And Analys is Of Financial Condition And Results Of
Operations

Critical Accounting Policies
 Reserving approach, page 98, IBNR claims, pa ge 99, Actuarial range of gross reserves,
page 100 and Uncertainties, page 100
1. We believe your disclosure in the Cr itical Accounting Estimates section of
MD&A regarding the estimation of the reserve for loss and loss adjustment
expenses could be improved to better explain the judgments and uncertainties surrounding this estimate and the potential impact on your financial statements.
We believe in order to meet the principa l objectives of MD&A this disclosure
should enable the investor to understand 1) management’s method for establishing
the estimate; 2) whether and if so to wh at extent and why you have adjusted your
assumptions used to determine the estim ate from the assumptions used in the
immediately preceding period and 3) the pot ential variability in the most recent
estimate and the impact this variability may have on reported results, financial
condition and liquidity. Pleas e keep these points in mind in providing us your
responses to the comments listed below. Please revise your disclosure to include
the following information and also consider providing any additional information to achieve this objective.

a) Please describe the methods you used to determine your reserve for loss and loss adjustment expense. In your disclosure, include a description of
the method you use to calculate the IBNR  reserve for each material line of
business. For example, we understand that some companies may calculate this reserve by estimatin g the ultimate unpaid liability first and then
reducing that amount by cumulative paid  claims and by case reserves, but
there may be other methods as well. In  addition, to the extent your interim
procedures for determining the re serve for loss and loss adjustment
expense differs from the annual proc edures, describe the differences.
b) As it appears you utilize actuaries in estimating the liability for unpaid claims and claims adjustment and ma y make adjustments to the actuarial
estimates, provide the following information:

1) Describe the method used by ma nagement to determine the
adjustment and the extent to which you rely on objective versus subjective determinations. Such adjustments may include, but not
be limited to, an incremental provision, a reduction in the liability, or a reversal of a pr eviously recorded adjustment.

Christopher O’Kane
Aspen Insurance Holdings Limited
December 23, 2009 Page 3
2) When such adjustments or reve rsals are made, include MD&A
disclosure that iden tifies the amount of the adjustment or
reversal, the method you used to determine it, and the specific
underlying reasons that explain why you believe the adjustment
or reversal is necessary.
2. In order to show investors th e potential variability in the most recent estimate of
your loss reserve, quantify and present pref erably in a tabular format the impact
that reasonably likely cha nges in the key assumptions identified may have on
reported results, financial position and liqui dity by each line of business. Explain
why management believes the scenarios quantified are reas onably likely.
 Total cash and investments, page 116

3. Please revise your disclosures, here a nd throughout the filing, to include a
discussion of the amounts of securities in your investment portfolio that are
guaranteed by third parties along with th e credit rating with and without the
guarantee. Also disclose any significant concentration in  a guarantor, both direct
exposure (i.e. investments in a guarantor) and indirect exposure (i.e. investments
guaranteed by a guarantor). Please avoid re ferences to weighted average ratings.
 Valuation of investments, page 117

4. You state in Note 2c to y our financial statements that  you use a third party pricing
service to price a significant portion of your securities. Please revise your
disclosure to clarify the following:
a) Whether you adjusted the quotes and pr ices obtained from the brokers and
pricing services during th e periods presented;
b) Indicate the number of quotes or  prices you generally obtained per
instrument, and if you obtained mu ltiple quotes or prices, how you
determined the ultimate value used in your financial statements;
c) The extent to which third parties are gathering observable market
information as opposed to using unobservable inputs and/or proprietary models in making valuation judgments and determinations;
d) Whether the broker quotes are bi nding or non-binding; and
e) The procedures you performed to validate the prices you obtained to ensure the fair value determinati on is consistent with SFAS 157, Fair
Value Measurements, and to ensure that you properly classified your assets and liabilities in the fair value hierarchy.

Christopher O’Kane
Aspen Insurance Holdings Limited
December 23, 2009 Page 4  Item 8.  Financial Statements and Supplementary Data

 Notes to Consolidated Financial Statements

 11.  Income Taxes, page F-34

5. Your income tax reconciliation on page F-35 indicates that the prior period
adjustment represents approximately 24%  of your tax provision for 2007.  Please
revise your disclosure here or in MD&A  to explain why you recorded such a
significant income tax benefit re lated to prior periods in 2007.
 Item 11.  Executive Compensation

Compensation Discussion and Analysis, page 139
6. The Compensation Discussion and Analys is does not disclose the business
performance plans used to determine cha nges in base salaries.  In addition, the
Compensation Discussion and Analysis does not disclose object ives established
at the NEO’s annual performance review used to assess each individual’s
contribution.  Please provide us with draft disclosure for your Form 10-K for
your fiscal year ending December 31, 2009, which describes the business performance plans and any other goals or  objectives used to determine changes
in your NEO’s base salaries and annual cash bonuses.  Please also confirm that
in your Form 10-K for your fiscal year ending December 31, 2009 you will
discuss the achievement of the goals and how the level of achievement will
affect base salaries and the actual bonuses  to be paid.  To the extent that the
objectives are quantified, the disc ussion should also be quantified.
 Form 10-Q for the Quarterly Period Ended June 30, 2009

Item 6.  Exhibits, page 71

7. We note that the Letter of Credit Facility between Aspen Insurance Limited and
Citibank Europe Plc, dated April 29, 2009, which was filed as an exhibit to the
Form 8-K filed on May 4, 2009, was not listed in the exhi bit index for the
Form 10-Q for the quarter ended June 30, 2009.  Please confirm that such exhibit
will be listed in the exhibit index for your  next report on Form 10-K for the fiscal
year ended December 31, 2009.  Also, please acknowledge that future material agreements executed or becoming effectiv e during the reporting period reflected
by a Form 10-Q or Form 10-K will be listed in the exhibit index for that report.

   *    *    *

Christopher O’Kane
Aspen Insurance Holdings Limited December 23, 2009 Page 5
 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish the letter to us via EDGAR under the form type label CORRESP.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
 Please contact James Peklenk, Staff A ccountant, at (202) 551-3661 or Mark
Brunhofer, Senior Staff Acc ountant, at (202) 551-3638 if you have any questions
regarding the processing of your response as well as any questions regarding comments
on the financial statements and related ma tters.  You may cont act Sebastian Gomez
Abero, Staff Attorney, at (202) 551-3578 with questions on any of the other comments.
In this regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                    February 7, 2008   Mr. Richard Houghton  Chief Financial Officer Aspen Insurance Holdings Ltd  Maxwell Roberts Building 1 Church Street Hamilton, Bermuda  HM11
Re: Aspen Insurance Holdings Ltd.
 Form 10-K for the Year Ended December 31, 2006  Filed February 22, 2007  File No. 001-31909

Dear Mr. Houghton:

We have completed our review of your Form 10-K and have no further comments
at this time.           S i n c e r e l y ,

        J o e l  P a r k e r
Accounting Branch Chief

CORRESP
1
filename1.htm

January 22, 2008

VIA FAX AND MAIL

Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549

Your Ref:            001-31909

Re:
Aspen Insurance Holdings Limited (the ‘‘Company’’)

Review of Form 10-K for the fiscal Year Ended December 31, 2006 Filed February 22, 2007

(File No. 001-31909)

Dear Mr. Rosenberg,

Further to our discussion via telephone on January 9, 2008 with Ms. Ibolya Ignat concerning a comment to our last response letter dated November 28, 2007, we have set out below our response to the question raised.

For your convenience, we set forth in this letter the comment from our telephone discussion with Ms. Ignat in bold typeface and include the Company’s response below the comment.

Item 1. Business, page 3

Underwriting, Risk Management and Reinsurance, page 13

Reserves, page 19

Please refer to your response to comment 2. Your proposed disclosure makes reference to the use of an independent actuary in connection with your reserve balances. While you are not required to make these references, when you do, you must also disclose the name of the independent actuary. If you include or incorporate by reference this disclosure into a 1933 Act filing, you will also need to include the consent of the independent actuary.

As background, we note the Company’s internal actuaries recommend a range of reserves to the Company’s reserving committee, based on a number of factors including analysis of claims experience, market benchmark data and a contract by contract review. The Company’s use of an independent consulting actuary informs the judgment of the Board of Directors, but the Company does not rely on the independent actuary’s point estimate in setting its reserve position.

Therefore, the Company confirms that, in respect of its Form 10-K for the fiscal year ended December 31, 2007, it will either remove any reference to the independent actuary in connection with their role in reviewing the Company’s reserves and the point estimate produced by the independent actuary, or it will identify the name of the actuary and name them as an expert. The Company is in discussion with its independent consulting actuary as to whether or not they consent to being named as an expert under the 1933 Act, which was not contemplated at the time of their work for the Company.

Thank you for your consideration of this response. If you have any further questions or comments, please contact me at 011-44-207-184-8212, Patricia Roufca at 011-44-207-184-8863, Michael Groll of Dewey & LeBoeuf LLP at 1-212-424-8616 or Joseph Ferraro of Dewey & LeBoeuf LLP at 011-44-207-459-5125.

Yours sincerely,

/s/ Richard Houghton

Richard Houghton

Chief Financial Officer

Aspen Insurance Holdings Limited

Cc:
Ibolya Ignat

Mary Mast

Sonia Barros

        U.S. Securities and Exchange Commission

Ian Campbell

Scott Kirk

David Curtin

Patricia Roufca

        Aspen Insurance Holdings Limited

Tony Hulse

Robert Lewis

        KPMG Audit Plc

Michael Groll

Joseph Ferraro

        Dewey & LeBoeuf LLP

2

CORRESP
1
filename1.htm

November 28, 2007

VIA FAX AND MAIL

Jim B. Rosenberg

Senior Assistant Chief Accountant

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549

                        Your Ref:

                        001-31909

                        Re:

                        Aspen Insurance Holdings Limited (the “Company”)

Review of Form 10-K for the fiscal Year Ended December 31, 2006 Filed February 22, 2007

(File No. 001-31909)

Dear Mr. Rosenberg,

Further to your letter of November 16, 2007, we have set out below our responses to the questions raised.

For your convenience, we set forth in this letter (the “Response Letter”) each comment from your letter in bold typeface and include the Company’s response below each such comment.

General

                        1.

                        Please provide us your analysis as to how you have determined you are a “foreign private issuer” under Rule 3b-4(c).

Under Rule 3b-4(b), a foreign issuer is any issuer that is a corporation or other organization incorporated or organized under the laws of any foreign country. The Company is incorporated under the laws of Bermuda and is therefore a foreign issuer.

Under Rule 3b-4(c), a foreign private is any foreign issuer that meets certain criteria. Pursuant to Rule 3b-4(c)(2), we have determined that we are a foreign private issuer because the Company does not fall within any of the criteria under Rule 3b-4(c)(2)(i), (ii) or (iii),  as follows:

                        (a)

                        In relation to Rule 3b-4(c)(2)(i), as at December 31, 2006, we had 13 directors, of whom six (less than the majority) were United States citizens or residents. As at November 1, 2007, we also had a total of 13 directors, of whom only six were United States citizens or residents. Likewise, the majority of our executive officers are not United States citizens or residents.

                        (b)

                        In relation to Rule 3b-4(c)(2)(ii), as at September 30, 2007, approximately $1.2 billion of our assets were held in trust in the United States pursuant to credit for reinsurance regulations requiring that we place such assets in trust or with regulators in the United States. This amount represented approximately 16% of our total assets of $7.32 billion as at September 30, 2007, and is significantly less than 50% of our assets. In addition our U.S. entities held assets equal to approximately $530 million and $430 million as of September 30, 2007 and December 31, 2006, respectively. The assets of our U.S. entities represented approximately 7.1% and 6.5% of our total assets as of September 30, 2007 and December 31, 2006, respectively. Accordingly, no more than 25% of our assets are located in the United States.

                        (c)

                        Under Rule 3b-4(c)(2)(iii), the business of the Company is not principally administered in the United States. The business of the Company is principally administered in Bermuda. The Company’s Board meetings are not held in the United States, they are generally held in Bermuda where all Board decisions are made. The Company’s largest operating subsidiaries are located in the United Kingdom and Bermuda, and Board and executive decisions for such companies are made in such countries respectively. As of September 30, 2007, we had a total of 500 employees, of which only 133 employees were in the United States and the remaining 367 employees were non-U.S. domiciled. In addition, as of September 30, 2007 and December 30, 2006, our U.S. operations represented approximately 4% (approximately $110 million and $105 million, respectively) of our total
shareholders’ equity.

Accordingly, pursuant to Rule 3b-4(c), the Company has determined that it is a foreign private issuer.

By way of background, even though foreign private issuers are required to file Annual Reports on Form 20-F and Current Reports on Form 6-K, the Company has a bye-law provision (Bye-Law 47) which requires it to file Annual Reports on Form 10-Ks, Quarterly Reports on Form 10-Qs and Current Reports on Form 8-Ks so long as the Company’s shares are registered pursuant to Section 12 of the Exchange Act. Therefore, the Company files such specific reports as would be required of a United States domestic private issuer. This bye-law provision was added prior to the Company’s initial public offering and was discussed in its related prospectus. For the avoidance of doubt, the Company, as a foreign private issuer, is not required under its bye-laws to comply with Section 16 and the Proxy Rules under the Exchange Act.

Item 1. Business, page 3

Underwriting, Risk Management and Reinsurance, page 13

Reserves, page 19

                        2.

                        You indicate that you considered a point estimate determined by an independent consulting actuary. This reference suggests to an investor that you are placing reliance on the firm. Please include the name of the valuation firm in the '34 Act filing. Additionally, if the Form 10-K is incorporated by reference into a '33 Act registration statement, a consent from the valuation specialist must be provided in the '33 Act registration statement.

The Company wishes to clarify its position with respect to the processes it employs surrounding the selection of the Company’s reported gross reserves. The Company’s internal actuaries set reserves based on a number of factors including: analysis of claims experience, market benchmark data and a contract by contract review. This initial expected loss and loss expense ratio is then modified in light of actual experience to measure against the expected experience. Loss reserves for known catastrophic events are based upon a detailed analysis of our reported losses and potential exposures conducted in conjunction with our underwriters. Following this detailed review completed by our internal actuaries, management through its Reserving Committee establishes a best estimate of reserves. This provides the basis for the recommendation made by management to the Audit Committee
and Board of Directors regarding the Company’s reserve position. The Company also uses an independent consulting actuary for an independent review of the Company’s reserves, to inform the judgment of the Board of Directors, but does not rely on the independent actuary’s point estimate in setting its reserve position.

Further, we can confirm that at no stage to date have we used, or do we intend to use the point estimate provided by the independent actuarial consultant in place of management’s best estimate. In addition, we do not have access to the calculations or working papers used by the independent actuarial consultant which we would ultimately need to provide support for the relevant disclosures in our audited financial statements.

2

As a result, in connection with our forthcoming Annual Report on Form 10-K for the fiscal year ended December 31, 2007, we intend to clarify that responsibility for providing the Company’s best estimate of reserves by stating the contents of the first paragraph above, as follows:

“The Company’s internal actuaries set reserves based on a number of factors including: analysis of claims experience, market benchmark data and a contract by contract review. This initial expected loss and loss expense ratio is then modified in light of actual experience to measure against the expected experience. Loss reserves for known catastrophic events are based upon a detailed analysis of our reported losses and potential exposures conducted in conjunction with our underwriters. Following this detailed review completed by our internal actuaries, management through its Reserving Committee establishes a best estimate of reserves. This provides the basis for the recommendation made by management to the Audit Committee and Board of Directors regarding the Company’s reserve position.  The Company also uses an independent consulting actuary for an independent
review of the Company’s reserves, to inform the judgment of the Board of Directors, but does not rely on the independent actuary’s point estimate in setting its reserve position.”

Item 9A Controls and Procedures, page 104

                        3.

                        You disclose that the “Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in this report is recorded, processed, summarized and reported in a timely fashion.” Please tell us and disclose whether your officers concluded that your disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communicated to your management, including your chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. See Exchange Act Rules 13a-15(e) and 15d-15(e).

The Company has a Disclosure Committee which operates under a Disclosure Committee Charter and a Disclosure Committee Policy. Under the Company’s Disclosure Committee Charter, one of the purposes of the Disclosure Committee is to assist the certifying officers to ensure that disclosures made by the Company in respect of reports filed with the Commission and other public disclosures, are based on information which has been communicated to the Company’s management, including the certifying officers, and compiled, assessed and summarized by management in a timely and reliable fashion in accordance with rules and procedures governing internal control over financial reporting and other procedures. The Disclosure Committee consists of members of senior management as well as members of other functions who are in a position to determine and report on required disclosures.
Each quarter, the Disclosure Committee assesses the Company’s disclosure procedures, their appropriateness and recommends any changes to improve procedures.

As a result, in respect of the Company’s forthcoming Annual Report on Form 10-K for the fiscal year ended December 31, 2007, the Company proposes to include the following language under Item 9A:

“The Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports filed or submitted to the Commission under the Exchange Act are accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.”

In response to your comments, we acknowledge that:

                        •

                        the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

3

                        •

                        staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

                        •

                        the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal laws of the United States.

Thank you for your consideration of the responses. If you have any further questions or comments, please contact me at 011-44-207-184-8212, Patricia Roufca at 011-44-207-184-8863, Michael Groll of Dewey & LeBoeuf LLP at 1-212-424-8616 or Joe Ferraro of Dewey & LeBoeuf LLP at 011-44-207-459-5125.

Yours sincerely,

/s/ Richard Houghton

Richard Houghton

Chief Financial Officer

Aspen Insurance Holdings Limited

                        Cc:

                        Ibolya Ignat

Mary Mast

Sonia Barros

U.S. Securities and Exchange Commission

Ian Campbell

Scott Kirk

David Curtin

Patricia Roufca

Aspen Insurance Holdings Limited

Tony Hulse

Robert Lewis

KPMG Audit Plc

Michael Groll

Joseph Ferraro

Dewey & LeBoeuf LLP

4

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   November 16, 2007   Mr. Richard Houghton  Chief Financial Officer Aspen Insurance Holdings Ltd  Maxwell Roberts Building 1 Church Street Hamilton, Bermuda  HM11
Re: Aspen Insurance Holdings Ltd.
 Form 10-K for the Year Ended December 31, 2006  Filed February 22, 2007  File No. 001-31909

Dear Mr. Houghton:

We have reviewed your filing and have the following comments. In our
comments, we ask you to provide us with  information to better understand your
disclosure. Where a comment requests you to  revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. Please provide us your analysis as to how you have determined you are a “foreign
private issuer” under Rule 3b-4(c).

Mr. Richard Houghton
Aspen Insurance Holdings Ltd November 16, 2007 Page 2
 Item 1 Business, page 3

 Underwriting, Risk Management and Reinsurance, page 13

 Reserves, page 19

2. You indicate that you considered a point estimate determined by an independent
consulting actuary.  This reference suggest s to an investor that you are placing
reliance on the firm.  Please include the na me of the valuation firm in the ’34 Act
filing.  Additionally, if the Form 10-K is incorporated by reference into a ’33 Act
registration statement, a consent from the valuation specialist must be provided in
the ’33 Act registration statement.

Item 9A Controls and Procedures, page 104
3. Your disclose that “the Chief Executive Officer and Chief Financial Officer have
concluded that the Company’s disclosure controls and procedures were effective
in ensuring that information required to  be disclosed by the Company in this
report is recorded, processed, summarized  and reported in a timely fashion.”
Please tell us and disclose whether your  officers concluded th at your disclosure
controls and procedures are also effectiv e to ensure that information required to
be disclosed in the reports that you fi le or submit under the Exchange Act is
accumulated and communicated to your management, including your chief
executive officer and chief financial officer, to allow timely decisions regarding
required disclosure.  See Exchange Act Rules 13a-15(e) and 15d-15(e).

*    *    *    *
Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your responses to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

Mr. Richard Houghton
Aspen Insurance Holdings Ltd November 16, 2007 Page 3
 • the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
You may contact Ibolya Igna t, Staff Accountant at ( 202) 551-3656, or Mary Mast,
Senior Staff Accountant, at  (202) 551-3613 if you have que stions regarding comments on
the financial statements and related matte rs.  You may contact Sonia Barros, Staff
Attorney, at (202) 551-3655 regard ing other comments.  In this regard, do not hesitate to
contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

March
2,  2006

VIA FAX

Jim B.
Rosenberg
Senior Assistant Chief Accountant
Division of
Corporate Finance
United States Securities and Exchange
Commission
100 F Street N.E.
Washington D.C.
20549

Our
Ref:

JC040106

Your
Ref:

001-31909

Re:
Aspen
Insurance Holdings Limited (the
‘‘Company’’)
Review of Form 10-K for
the fiscal Year Ended December  31,  2004 Filed
March  14,  2005

(File No.
001-31909)

Dear Mr.
Rosenberg,

Further to our response letter dated
February  24,  2006 and the discussion between the Company
and Ms.  Dana  Hartz on February  28,  2006 and
March  2,  2006, we have set out below our proposed
additional response to Comment #2 and for your convenience, we set
forth in this letter (the ‘‘Response
Letter’’) Comment #2 from your letter dated
December  20,  2005, in bold typeface and include the
Company’s response below such comment.

Item 7.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations
 Critical Accounting Policies
– Premiums, page 68

2.
We believe
your disclosure in Management’s Discussion and Analysis
regarding the estimate of assumed premium on your reinsurance business
could be improved to better explain the judgments and uncertainties
surrounding this estimate and the potential impact on your financial
statements. Accordingly, please provide us the following information in
disclosure-type format to help us evaluate the adequacy of your
disclosure:

a.
Please disclose the assumed
premium estimate for each line of business, including the amount of any
estimate for commissions and related expenses and the amount included
in premium receivable related to the
estimate.

b.
Discuss the key assumptions
used to arrive at management’s best estimate of the assumed
premium estimate and what specific factors led management to believe
that this amount is the most realistic. Please include quantified and
narrative disclosure of the impact that reasonably likely changes in
one or more of the variables (i.e. methodology and/or assumptions used)
would have on reported results, financial position and
liquidity.

c.
Disclose the provision for
doubtful accounts that is recorded related to the assumed premium
estimate. If no provision is recorded, please discuss why management
believes all amounts recorded are collectible.

In our Annual Report on Form 10-K, we
propose to provide the following additional disclosure:

The most
likely drivers of change in the estimates in decreasing order of
magnitude are:

•
changes in the renewal
rate or rate of new business acceptances by the cedent insurance
companies leading to lower or greater volumes of ceded premiums than
our estimate; such changes could result from changes in the relevant
primary market that could affect more than one of our cedents or could
be a consequence of changes in marketing strategy or risk appetite by a
particular cedent;

•
changes in
the rates being charged by cedents;
and 

•
differences between
the pattern of inception dates assumed in our estimate and the actual
pattern of inception dates.

We anticipate that ultimate
premiums might reasonably be expected to vary by up to 5% as a
result of variations in one or more of the assumptions described above,
although larger variations are possible. Based on gross written
premiums of $168.1  million in our property reinsurance treaty
pro rata account as of December  31,  2005, a variation of
5% could increase or reduce net income before taxation by
approximately $4  million.

Thank you for your
consideration of the responses. If you have any further questions or
comments, please contact me at 1-441-297-9371, Michael Groll of
LeBoeuf, Lamb, Greene & MacRae at 1-212-424-8616 or Joe Ferraro of
LeBoeuf, Lamb, Greene & MacRae at
011-44-207-459-5125.

Yours sincerely,

/s/
Julian Cusack
Julian Cusack
Chief Financial Officer
Aspen
Insurance Holdings Limited

Cc:
Dana Hartz
Lisa
Vanjoske
        U.S. Securities and Exchange
Commission

Ian Campbell
David Curtin
Patricia
Roufca
        Aspen Insurance Holdings
Limited

Richard Bennison
Robert Lewis
David
Greenfield
        KPMG Audit Plc

Michael
Groll
Joseph Ferraro
        LeBoeuf, Lamb, Greene &
MacRae

CORRESP
1
filename1.htm

February
24,  2006

VIA FAX

Jim B.
Rosenberg
Senior Assistant Chief Accountant
Division of
Corporate Finance
United States Securities and Exchange
Commission
100 F Street N.E.
Washington D.C.
20549

Our
Ref:

JC040106

Your
Ref:

001-31909

Re:
Aspen
Insurance Holdings Limited (the
"Company")

Review of Form 10-K for
the fiscal Year Ended December  31,  2004 Filed
March  14,  2005

(File No.
001-31909)

Dear Mr.
Rosenberg,

Further to our response letter dated February
2, 2006 and the discussion between me and Ms. Dana Hartz on February
17, 2006, Ms. Hartz noted the Company's expanded disclosure in
relation to the SEC's Comment #2 in the SEC's letter dated
December 20, 2005, but stated that the SEC still believes that the
Company's disclosure on the impact of reasonably likely changes
in one or more variables for our premium estimates on reported results,
financial position and liquidity could be further expanded. Ms. Hartz
also confirmed that the SEC has no follow-up comments on the rest of
our responses in our letter dated February 2, 2006.

We
have set out below our proposed additional response to Comment #2 and
for your convenience, we set forth in this letter (the
"Response Letter") Comment #2 from your
letter dated December 20, 2005, in bold typeface and include the
Company's response below such comment.

Item 7.
Management's Discussion and Analysis of Financial Condition and
Results of Operations

Critical Accounting Policies
– Premiums, page 68

2.
We believe your disclosure in
Management's Discussion and Analysis regarding the estimate of
assumed premium on your reinsurance business could be improved to
better explain the judgments and uncertainties surrounding this
estimate and the potential impact on your financial statements.
Accordingly, please provide us the following information in
disclosure-type format to help us evaluate the adequacy of your
disclosure:

a.
Please
disclose the assumed premium estimate for each line of business,
including the amount of any estimate for commissions and related
expenses and the amount included in premium receivable related to the
estimate.

b.
Discuss
the key assumptions used to arrive at management's best estimate
of the assumed premium estimate and what specific factors led
management to believe that this amount is the most realistic. Please
include quantified and narrative disclosure of the impact that
reasonably likely changes in one or more of the variables (i.e.
methodology and/or assumptions used) would have on reported results,
financial position and liquidity.

c.
Disclose
the provision for doubtful accounts that is recorded related to the
assumed premium estimate. If no provision is recorded, please discuss
why management believes all amounts recorded are collectible.

Following my conversation with Ms. Hartz, it was
established that the additional disclosure should focus on the
Company's treaty pro rata business. In our Annual Report on Form
10-K, we propose to provide the following additional disclosure:

1

The reported gross written premiums for
treaty pro rata business includes an estimate of premiums due to the
Company but not yet reported by the cedent because of time delays
between contracts being written by our cedents and the submission of
treaty statements to the Company. This additional premium is normally
described as pipeline premium. Treaty statements disclose information
on the underlying contracts of insurance written by our cedents and are
generally submitted on a monthly or quarterly basis, from 30 to 90 days
in arrears. In order to report all risks incepting prior to a period
end, the Company will estimate the premiums written between the last
submitted treaty statement and the period end.

The segment for
which treaty pro rata is most relevant is our property reinsurance
segment. In connection with our property reinsurance treaty pro rata
business, as of December 31, 2005, we wrote $[168.1] million
in gross written premium, of which $[49.2] million was
estimated, and $[118.9] was reported by the cedents. We
estimate that the impact of a $1 million change in our estimated gross
premiums written in our property treaty pro rata business would have an
impact of $[466,000] on our net income before tax for our
property reinsurance segment.

Thank you for your
consideration of the responses. If you have any further questions or
comments, please contact me at 1-441-297-9371, Michael Groll of
LeBoeuf, Lamb, Greene & MacRae at 1-212-424-8616 or Joe Ferraro of
LeBoeuf, Lamb, Greene & MacRae at 011-44-207-459-5125.

Yours sincerely,

/s/
Julian Cusack
Julian Cusack
Chief Financial Officer
Aspen
Insurance Holdings Limited

Cc:
Dana
Hartz
Lisa Vanjoske
    U.S. Securities and Exchange
Commission

Ian Campbell
David Curtin
Patricia
Roufca
    Aspen Insurance Holdings Limited

Richard
Bennison
Robert Lewis
David Greenfield
    KPMG Audit
Plc

Michael Groll
Joseph Ferraro
    LeBoeuf,
Lamb, Greene & MacRae

2

CORRESP
1
filename1.htm

February
2,  2006

VIA FAX

Jim B.
Rosenberg
Senior Assistant Chief Accountant
Division of
Corporate Finance
United States Securities and Exchange
Commission
100 F Street N.E.
Washington D.C.
20549

Our
Ref:

JC040106

Your
Ref:

001-31909

Re:
Aspen
Insurance Holdings Limited (the
"Company")

Review of Form 10-K for
the fiscal Year Ended December  31,  2004 Filed
March  14,  2005

(File No.
001-31909)

Dear Mr.
Rosenberg,

Further to your letter of December
20,  2005, we have set out below our responses to the questions
raised, proposed disclosures and where necessary provided additional
tabular analysis. This letter follows the discussion with Joseph
Ferraro of LeBoeuf, Lamb, Greene & MacRae and Lisa Vanjoske on the
timetable for the response which was extended due to the
holidays.

For your convenience, we set forth in this
letter (the ‘‘Response Letter’’) each
comment from your letter in bold typeface and include the
Company’s response below each such comment.

Item 1.
Business

Analysis of Consolidated Loss and Loss Expense
Reserve Development Net of Reinsurance Recoverables, page 17

1.
We note that the company only
provides this information on a net basis. Please provide us, in
disclosure-type format, a presentation of your reserves that includes
this information on a gross basis. Refer to SFAS 113 and Industry Guide
6 paragraphs B(2)(c) and (d). Alternatively, the staff allows a net
GAAP presentation in lieu of a gross GAAP presentation, if for all
periods, the table a) reconciles the net end-of-period liability (the
original reserve estimate in the 10-year table) with the related gross
liability on the balance sheet and b) presents the gross re-estimated
liability as of the end of the latest re-estimation period, with
separate disclosure of the related re-estimated reinsurance
recoverable.

In response to your comment, we intend
to include the following table setting out an analysis of the
consolidated gross loss and loss expense reserve development as at
December  31,  2005, 2004, 2003 and 2002 in future Form
10-K
filings.

As
at
December 31, 2002
($ in millions)

As at
December
31, 2003
($ in millions)

As at
December 31, 2004
($
in millions)

As at
December 31, 2005
($ in
millions)

Estimated
gross liability for unpaid losses and loss
expenses

93.9

525.8

1,277.9

[
]

Liability
re-estimate as
of:

- one year
later

88.4

455.4

[
]

-
two years
later

69.7

[
]

-
three years
later

[
]

Cumulative
redundancy
(deficiency)

24.2

70.4

1

Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies — Premiums, page 68

2.
We believe your disclosure in
Management’s Discussion and Analysis regarding the estimate of
assumed premium on your reinsurance business could be improved to
better explain the judgments and uncertainties surrounding this
estimate and the potential impact on your financial statements.
Accordingly, please provide us the following information in
disclosure-type format to help us evaluate the adequacy of your
disclosure:

a.
Please disclose
the assumed premium estimate for each line of business, including the
amount of any estimate for commissions and related expenses and the
amount included in premium receivable related to the
estimate.

b.
Discuss the key
assumptions used to arrive at management’s best estimate of the
assumed premium estimate and what specific factors led management to
believe that this amount is the most realistic. Please include
quantified and narrative disclosure of the impact that reasonably
likely changes in one or more of the variables (i.e. methodology and/or
assumptions used) would have on reported results, financial position
and liquidity.

c.
Disclose the
provision for doubtful accounts that is recorded related to the assumed
premium estimate. If no provision is recorded, please discuss why
management believes all amounts recorded are
collectible.

A large number of the contracts we
write are written on a treaty basis where we reinsure a portfolio of
risks written by a ceding company. As the ultimate level of business
written by each cedent can only be estimated at the time the
reinsurance is placed, the reinsurance contracts generally stipulate a
minimum and deposit premium payable under the contract with an
adjustable premium based on variables such as: the number of contracts
covered by the reinsurance; the total premium received by the cedent;
and the nature of the exposures assumed. Minimum and deposit premiums
generally cover the majority of premiums due under such treaty
reinsurance contracts and the adjustable portion of the premium is
usually a small portion of the total premium receivable.

The following are in response to your specific
comments:

a.
The premium disclosed
for each line of business represents the best estimate of the premiums
receivable and commission and related expenses payable. We exercise
judgment in determining the adjustment premiums, which represent a
small portion of total premiums receivable. Commission is charged as a
fixed percentage of premium per contract and is adjusted in line with
adjustments in premium. The proportion of adjustable premiums included
in the premium estimates varies between business lines with the largest
adjustment premiums associated with property reinsurance business and
the smallest with property and liability insurance.

b.
The key factors in determining the
adjustable estimate of premiums receivable are past underwriting
experience, broker analysis and actuarial projections (in respect of
treaty business). During the life of a contract, notifications from
cedents and brokers may affect the estimate of the ultimate premium and
consequently may result in either increases or reductions in reported
revenue. In addition, for proportional treaty reinsurance, we estimate
premium receivable initially and then update throughout the contract
term based on treaty statements received from the ceding company. Our
property reinsurance segment is the only segment which currently
includes a large amount of proportional treaty business. In the twelve
months ended December  31,  2004, $131  million or
20.2% of all property reinsurance business written was
proportional treaty. Changes in estimated adjustable premiums will have
less of an impact on short term liquidity as the payment of adjustment
premiums generally occurs after the expiration of a
contract.

Premium estimates are reviewed regularly,
comparing actual reported premiums to expected ultimate premiums along
with a review of the collection of premium estimates. Based on
management’s review, the appropriateness of the premium
estimates is evaluated, and any adjustments to these estimates is
recorded in the period in which it becomes known. Adjustments to
original premium estimates could be material and these adjustments may
directly and significantly impact earnings in the period they are
determined because the subject premium may be fully or substantially
earned.

c.
A significant portion of amounts
included as premiums receivable, which represent

2

estimated premiums written, net of
commissions, is not currently due based on the terms of the underlying
contracts. In determining whether or not any bad debt provision is
necessary, we consider the financial security of the cedent, past
payment history and any collateral held. We have not made a provision
for doubtful accounts in relation to assumed premium estimates as
adjustable premiums are considered to be inseparable from minimum and
deposit premiums. In addition, based on the above process,
management believes that the premium estimates included in premiums
receivable will be collectible and, therefore, we have not maintained a
bad debt provision for doubtful accounts on the premiums at
December  31,  2004.

In response to your
specific comments above, we intend to supplement our existing
disclosures in our Annual Report on Form 10-K in the appropriate place
within the ‘‘Critical Accounting Policies —
Premiums’’ section of the MD&A, as
follows:

A large number of the contracts we write are
written on a treaty basis where we reinsure a portfolio of risks
written by a ceding company. As the ultimate level of business written
by each cedent can only be estimated at the time the reinsurance is
placed, the reinsurance contracts generally stipulate a minimum and
deposit premium payable under the contract with an adjustable premium
based on variables such as: the number of contracts covered by the
reinsurance; the total premium received by the cedent; and the nature
of the exposures assumed. Minimum and deposit premiums generally cover
the majority of premiums due under such treaty reinsurance contracts
and the adjustable portion of the premium is usually a small portion of
the total premium receivable.

For proportional treaty
reinsurance, we estimate premium receivable initially and then update
throughout the contract term based on treaty statements received from
the ceding company. Our property reinsurance segment is the only
segment which currently includes a large amount of proportional treaty
business. In the twelve months ended December  31,  2005,
$[2005 figure to be inserted in 10-K] million or [2005
figure to be inserted in 10-K]% of all property reinsurance
business was written on a proportional basis.

We
exercise judgment in determining the adjustment premiums, which
represent a small portion of total premiums receivable. Commission is
charged as a fixed percentage of premium per contract and is adjusted
in line with adjustments in premium. The proportion of adjustable
premiums included in the premium estimates varies between business
lines with the largest adjustment premiums associated with property
reinsurance business and the smallest with property and liability
insurance.

The key factors in determining the adjustable
estimate of premiums receivable are past underwriting experience,
broker analysis and actuarial projections (in respect of treaty
business). During the life of a contract, notifications from cedents
and brokers may affect the estimate of ultimate premium and result in
either increases or reductions in reported revenue. Changes in
estimated adjustable premiums will have less of an impact on short term
liquidity as the payment of adjustment premiums generally occurs after
the expiration of a contract.

A significant portion of
amounts included as premiums receivable, which represent estimated
premiums written, net of commissions, is not currently due based on the
terms of the underlying contracts. In determining whether or not any
bad debt provision is necessary, we consider the financial security of
the cedent, past payment history and any collateral held. We have not
made a provision for doubtful accounts in relation to assumed premium
estimates as adjustable premiums are considered to be inseparable from
minimum and deposit premiums. In addition, based on the above process,
management believes that the premium estimates included in premiums
receivable will be collectible and, therefore, we have not maintained a
bad debt provision for doubtful accounts on the premiums at
December  31,  2005.

3

Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations

Reserve for Losses and Loss Expenses, page 69

3.
We note that you set your claim
reserves for assumed reinsurance operations based upon information
received from the cedant. As this appears to pose a potential for a
higher degree of uncertainty in establishing the estimate of assumed
loss reserves as compared to direct loss reserves, please expand the
disclosure in the critical accounting estimates section of MD&A
related to this uncertainty. Please provide us the following
information in disclosure-type format to help us evaluate the adequacy
of your disclosure:

a.
Include
in this disclosure the risks associated with making this estimate and
the effects and expected effects this uncertainty has or will have on
management’s judgements and assumptions in establishing the
assumed loss reserve.

b.
The
nature and extent of the information received from the cedants related
to policies, claims, unearned premiums and loss
reserves;

c.
The time lag from
when claims are reported to the cedant to when the cedant reports them
to the company and whether, how, and to what extend this time lag
effects the loss reserve
estimate;

d.
How management
uses the information received from the cedants in its determination of
its assumed loss reserves, whether reinsurance intermediaries are used
to transact and service reinsurance policies, and how that impacts the
loss reserving
methodology;

e.
The amount of
any backlog related to the processing of assumed reinsurance
information, whether the backlog has been reserved for in the financial
statements and, if applicable, when the backlog will be
resolved;

f.
What process
management performs to determine the accuracy and completeness of the
information received from the
cedants;

g.
How management
resolves disputes with cedants, how often disputes occur, and the
magnitude of any current, material disputes;
and

h.
Whether management uses
historical loss information to validate its existing reserves and/or as
a means of noticing unusual trends in the information received from the
cedants.

The claim reserves reported in the
Company’s annual report are a combination of case reserves and
Incurred But Not Reported (‘‘IBNR’’)
claims. The process for establishing claim reserves is not based solely
on information from the cedent but includes significant actuarial
analysis. Our process is to first establish case reserves on reported
claims based on information from cedents (this is a similar process for
both insurance and reinsurance claims). The rest of the reserves are
for IBNR claims which are determined statistically from actuarial
analyses, which includes assessment of available historical data and
other approaches in establishing a range of appropriate loss ratios for
management to select its best point estimate. For reinsurance lines of
business, a higher proportion of initial reserves is statistically
based IBNR due to longer reporting delays between the original loss and
the time when reinsurers are aware of the extent of the losses. For
insurance business, notifications are received earlier and closer to
the date of original loss notification. This delay in reinsurance lines
explains why there is a higher degree of uncertainty in reinsurance
than direct loss reserves.

The following are in
response to your specific
comments:

a.
We intend to supplement
our existing disclosures in our Annual Report on Form 10-K in the
appropriate place within our ‘‘Critical Accounting
Policies — Reserves for Losses and Loss Expenses’’
section of the MD&A, as follows:

The higher degree
of uncertainty associated with reserves for reinsurance business is
associated with the assumptions used in deriving the IBNR. Where it is
based on an analysis of past loss experience, then the principal
assumption is that past patterns of development will be repeated on
current business. The process of extrapolation is by necessity one
involving subjective judgment because the actuary has to take into
account the impact of the changing business mix as well as changes in
legislative conditions, changes in judicial interpretation of legal
liability policy coverages and inflation. These factors are
incorporated in the recommended reserve range from which
management selects its best point
estimate.

b.
We intend to supplement
our existing disclosures in our Annual Report on Form 10-K in the
appropriate place within our ‘‘Critical Accounting
Policies — Reserves for Losses and Loss Expenses’’
section of the MD&A, as follows:

4

Full cedent policy information is
recorded at the time of underwriting and includes inception and expiry
dates, attachment points and limits and our share of the

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 6010

December 20, 2005

Mr. Julian Cusack
Chief Financial Officer
Aspen Insurance Holdings Limited
Victoria Hall
11 Victoria Street
Hamilton, Bermuda HM 11

Re:	Aspen Insurance Holdings Limited
	Form 10-K for the Fiscal Year Ended December 31, 2004
      Filed March 14, 2005
	File No. 001-31909

Dear Mr. Cusack:

      We have limited our review of your filing to those issues we
have addressed in our comments.  In our comments, we ask you to
provide us with information so we may better understand your
disclosure.  Please be as detailed as necessary in your
explanation.
After reviewing this information, we may raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Item 1.  Business

Analysis of Consolidated Loss and Loss Expense Reserve Development
Net of Reinsurance Recoverables, page 17

1. We note that the company only provides this information on a
net
basis.  Please provide us, in disclosure-type format, a
presentation
of your reserves that includes this information on a gross basis.
Refer to SFAS 113 and Industry Guide 6 paragraphs B(2)(c) and (d).
Alternatively, the staff allows a net GAAP presentation in lieu of
a
gross GAAP presentation, if for all periods, the table a)
reconciles
the net end-of-period liability (the original reserve estimate in
the
10-year table) with the related gross liability on the balance
sheet
and b) presents the gross re-estimated liability as of the end of
the
latest re-estimation period, with separate disclosure of the
related
re-estimated reinsurance recoverable.

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Critical Accounting Policies

Premiums, page 68

2. We believe your disclosure in Management`s Discussion and
Analysis
regarding the estimate of assumed premium on your reinsurance
business could be improved to better explain the judgments and
uncertainties surrounding this estimate and the potential impact
on
your financial statements.  Accordingly, please provide us the
following information in disclosure-type format to help us
evaluate
the adequacy of your disclosure:
a. Please disclose the assumed premium estimate for each line of
business, including the amount of any estimate for commissions and
related expenses and the amount included in premium receivable
related to the estimate.
b. Discuss the key assumptions used to arrive at management`s best
estimate of the assumed premium estimate and what specific factors
led management to believe that this amount is the most realistic.
Please include quantified and narrative disclosure of the impact
that
reasonably likely changes in one or more of the variables (i.e.
methodology and/or assumptions used) would have on reported
results,
financial position and liquidity.
c. Disclose the provision for doubtful accounts that is recorded
related to the assumed premium estimate.  If no provision is
recorded, please discuss why management believes all amounts
recorded
are collectible.

Reserve for Losses and Loss Expenses, page 69

3. We note that you set your claim reserves for assumed
reinsurance
operations based upon information received from the cedant.  As
this
appears to pose a potential for a higher degree of uncertainty in
establishing the estimate of assumed loss reserves as compared to
direct loss reserves, please expand the disclosure in the critical
accounting estimates section of MD&A related to this uncertainty.
Please provide us the following information in disclosure-type
format
to help us evaluate the adequacy of your disclosure:

a. Include in this disclosure the risks associated with making
this
estimate and the effects and expected effects this uncertainty has
or
will have on management`s judgments and assumptions in
establishing
the assumed loss reserve.
b. The nature and extent of the information received from the
cedants
related to policies, claims, unearned premiums and loss reserves;
c. The time lag from when claims are reported to the cedant to
when
the cedant reports them to the company and whether, how, and to
what
extent this time lag effects the loss reserve estimate;
d. How management uses the information received from the cedants
in
its determination of its assumed loss reserves, whether
reinsurance
intermediaries are used to transact and service reinsurance
policies,
and how that impacts the loss reserving methodology;
e. The amount of any backlog related to the processing of assumed
reinsurance information, whether the backlog has been reserved for
in
the financial statements and, if applicable, when the backlog will
be
resolved;
f. What process management performs to determine the accuracy and
completeness of the information received from the cedants;
g. How management resolves disputes with cedants, how often
disputes
occur, and the magnitude of any current, material disputes; and
h. Whether management uses historical loss information to validate
its existing reserves and/or as a means of noticing unusual trends
in
the information received from the cedants.

4. We note that you provide disclosure for and an analysis around
your total reserve balances on a net basis.  To help us evaluate
the
adequacy of your disclosure, please provide us, in disclosure-type
format, disclosure around the reserve balances for each line of
business on a gross basis.  Specifically, where you have provided
an
actuarial range, provide this range for each line of business
shown
in the table on page 69.  In addition, to aid an investor in
understanding the variability that is reasonably likely from your
estimated gross loss reserve for each line, disclose the key
assumptions used to arrive at management`s best estimate and
quantify
the effect on operations and financial position of reasonably
likely
changes in those assumptions.  Estimates of reinsurance
recoverable
should be discussed separately.
5. Because IBNR reserve estimates are more imprecise, please
provide
us, in disclosure-type format, the amount of IBNR separately from
case reserves for each line of business listed in the table on
page
69.

Notes to the Consolidated Financial Statements

Note 21.  Unaudited Quarterly Financial Data, page F-34

6. We note that you disclose various non-GAAP financial measures
including "underwriting income," "total other operating revenue,"
and
"operating income before tax."  We note that these measures
exclude
realized investment gains and losses and net exchange gains and
losses.  Elimination of these items from the most comparable GAAP
measure appears to have the effect of smoothing earnings.  While
the
acceptability of a non-GAAP financial measure that eliminates
recurring items from the most comparable GAAP measure depends on
all
facts and circumstances, we do not believe that a non-GAAP measure
that has the effect of smoothing earnings is appropriate.  In
addition, we note that the gains and losses you excluded have the
following attributes:
* There is a past pattern of these items occurring in each
reporting
period;
* The financial impact of these items will not disappear or become
immaterial in the future; and
* There is no unusual reason that the company can substantiate to
identify the special nature of these items.
These attributes raise significant questions about managements`
assertions as to the usefulness of these measures for investors
and
the appropriateness of their presentation in accordance with Item
10
of Regulation S-K.  Please refer to "Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures" on our website
at
www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm that we issued
on
June 13, 2003.  Please confirm that you will eliminate these
measures
from your future filings or tell us, in disclosure-type format,
why
you believe these measures are useful and appropriate.

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your response to our comment and provide the
requested information.  Detailed letters greatly facilitate our
review.  Please file your letter on EDGAR under the form type
label
CORRESP.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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.

	In connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Dana Hartz, Staff Accountant, at (202) 551-
3648
or Lisa Vanjoske, Assistant Chief Accountant, at (202) 551-3614 if
you have questions regarding the comments.  In this regard, do not
hesitate to contact me at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief
Accountant
??

??

??

??

Mr. Julian Cusack
Aspen Insurance Holdings Limited
December 20, 2005
Page 5

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

                                             LEBOEUF, LAMB, GREENE & MACRAE
                                                        L.L.P.
                          A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
NEW YORK                                                                                                         LONDON
WASHINGTON, D.C.                              A MULTINATIONAL PARTNERSHIP                               (A LONDON-BASED
ALBANY                                               1 MINSTER COURT                          MULTINATIONAL PARTNERSHIP
BOSTON                                                                                                            PARIS
HARRISBURG                                            MINCING LANE                                             BRUSSELS
HARTFORD                                                                                                   JOHANNESBURG
HOUSTON                                        LONDON, EC3R 7YL, ENGLAND                                     (PTY) LTD.
JACKSONVILLE                                      011 44 20 7459 5000                                            MOSCOW
LOS ANGELES                                 FACSIMILE: 011 44 20 7459 5099                                       RIYADH
NEWARK                                                                                              (AFFILIATED OFFICE)
PITTSBURGH                                                                                                      BISHKEK
SALT LAKE CITY                                                                                                   ALMATY
SAN FRANCISCO                                                                                                   BEIJING

                                 January 28, 2005

VIA FASCIMILE AND EDGAR
---------------------------------

Mr. Jeffrey P. Riedler
Assistant Director

Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                  RE:    ASPEN INSURANCE HOLDINGS LIMITED
                         REGISTRATION STATEMENT ON FORM F-4,
                         FILED JANUARY 13, 2005
                         REGISTRATION NO. 333-122018

Dear Mr. Riedler:

                  On behalf of Aspen Insurance Holdings Limited (the "Company"),
we would like to respond to the Comment No. 1 of the Staff of the Division of
Corporation Finance of the Commission, set forth in your letter dated January
24, 2005 to the Company, with respect to the above-referenced Registration
Statement (the "Registration Statement").

                  For your convenience, we set forth in bold typeface the
relevant portions of Comment No. 1 from your letter and include the Company's
response below such comment.

                             ----------------------

     1.   IT APPEARS YOU ARE REGISTERING THE EXCHANGE NOTES IN RELIANCE ON THE
          STAFF'S POSITION SET FORTH IN EXXON CAPITAL HOLDINGS CORPORATION (MAY
          13, 1988), MORGAN STANLEY & CO. INCORPORATED (JUNE 5, 1991), AND
          SHERMAN & STERLING (JULY 2, 1993). ACCORDINGLY, PLEASE PROVIDE US WITH
          A SUPPLEMENTAL LETTER CONTAINING THE STATEMENTS AND REPRESENTATIONS
          THAT ARE SET FORTH IN THOSE LETTERS.

     The Company submitted as correspondence through the EDGAR system on January
     18, 2005 a supplemental letter which contains the statements and the
     representations referred to in Exxon Capital Holdings Corporation (May 13,
     1988), Morgan Stanley & Co. Incorporated (June 5, 1991), and Sherman &
     Sterling (July 2, 1993). A copy of such supplemental letter relating to the
     Registration Statement is attached hereto for your reference.

                             ----------------------

                  Thank you for your consideration. If you have any further
questions or comments, please contact me at (011-44) 207-459-5125 or
Michael Groll at (212) 424-8616.

                                                Sincerely,

                                                /s/ Joseph Ferraro

                                                Joseph Ferraro

cc:      Albert Lee
         United States Securities and Exchange Commission

         Julian Cusack
         David Curtin
         Aspen Insurance Holdings Limited

         Michael Groll
         LeBoeuf, Lamb, Greene & MacRae, L.L.P.

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 03-09

	January 24, 2005

Christopher O`Kane
Chief Executive Officer
Aspen Insurance Holdings Limited
Victoria Hall
11 Victoria Street
Hamilton HM 11
Bermuda

RE: 	Aspen Insurance Holdings Limited
	Registration Statement on Form F-4,
      Filed January 13, 2005
Registration No. 333-122018

Dear Mr. O`Kane:
      This is to advise you that we have undertaken a limited
review
of the above referenced registration statement and have the
following
comment.

1. It appears you are registering the exchange notes in reliance
on
the staff`s position set forth in Exxon Capital Holdings
Corporation
(May 13, 1988), Morgan Stanley & Co. Incorporated (June 5, 1991),
and
Shearman & Sterling (July 2, 1993).  Accordingly, please provide
us
with a supplemental letter containing the statements and
representations that are set forth in those letters.

*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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 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 this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a 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.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      Please contact Albert Lee at (202) 824-5522 or to me at
(202)
942-2979.

								Sincerely,

								Jeffrey Riedler
								Assistant Director

cc:	Michael Groll
	LeBoeuf, Lamb, Greene & MacRae, L.L.P.
	125 West 55th Street
	New York, NY 10019
??

??

??

??

Christopher O'Kane
Aspen Insurance Holdings Limited
January 24, 2005
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

                                [GRAPHIC OMITTED]

                        ASPEN INSURANCE HOLDINGS LIMITED

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

                                                                January 13, 2005

RE:     ASPEN INSURANCE HOLDINGS LIMITED
        REGISTRATION STATEMENT ON FORM F-4

Ladies and Gentlemen:

        Aspen Insurance Holdings Limited (the "Issuer") has filed the above
referenced Registration Statement on Form F-4 (the "Registration Statement")
with the Securities and Exchange Commission on January 13, 2005. The
Registration Statement will be used in connection with the exchange of up to
$250,000,000 of the Issuer's 6.00% Senior Notes Due 2014, issued on August 16,
2004 (the "Outstanding Notes") which were issued in a transaction which was
exempt from registration under the Securities Act of 1933, as amended (the
"Securities Act") for the Issuer's 6.00% Senior Notes Due 2014 which are
intended to be registered under the Securities Act.

        Enclosed with this transmittal letter, please find a supplemental letter
which includes certain representations of the Issuer relating to the above
described exchange.

Very truly yours,

Aspen Insurance Holdings Limited

By: /s/ Julian Cusack
    -----------------
    Julian Cusack
    Chief Financial Officer

                        Aspen Insurance Holdings Limited
                                  Victoria Hall
                               11 Victoria Street
                             Hamilton HM 11, Bermuda
                      Tel: 441-295-8201 * Fax: 441-295-1829
                                  www.aspen.bm