SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 14, 2025

D. Kyle Cerminara
Chief Executive Officer
Fundamental Global Inc.
6408 Bannington Road
Charlotte, NC 28226

 Re: Fundamental Global Inc.
 Revised Preliminary Information Statement on Schedule 14C
 Filed August 14, 2025
 File No. 001-36366
Dear D. Kyle Cerminara:

 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
cc: Jim Prestiano
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 FUNDAMENTAL
GLOBAL INC.

 6408
Bannington Road

 Charlotte,
NC 28226

 August
14, 2025

 Division
of Corporation Finance

 Office
of Finance

 U.S.
Securities & Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
 Robert
 Arzonetti

 Christian
Windsor

 Re:
 Fundamental
 Global Inc.

 Preliminary Information Statement on Schedule 14C

 Filed July 30, 2025

 File No. 001-36366

 Dear
Mr. Arzonetti,

 We
have set forth below responses to the comments of the staff (the " Staff ") of the Securities and Exchange Commission
(the " SEC ") contained in its letter of August 12, 2025 with respect to the Preliminary Information Statement
on Schedule 14C (the " Information Statement ") submitted to the SEC on July 30, 2025 by Fundamental Global Inc.
a Nevada corporation (the " Company ," " we ," " our " or " us ").
For your convenience, the text of the Staff's comments is set forth below followed in each case by the Company's response.
Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 1 to the Information
Statement (the " Amended Information Statement ") submitted to the SEC concurrently with the submission of this
letter.

 Preliminary
Information Statement on Schedule 14C

 General

 1. We
 note your disclosure on page 1 and elsewhere that the contingent value rights ("CVRs")
 will be distributed to existing shareholders in connection with the transfer of assets to
 the CVR Trust. Please confirm, and revise your disclosure to clearly state that shareholders
 will not provide any consideration to receive the CVRs.

 RESPONSE :
The Company acknowledges the Staff's Comment and responds by confirming that the shareholders of the Company who receive CVRs will
not provide any consideration to receive the CVRs. Please see pages 1, 3 and 14 of the Amended Information Statement.

 1

 2. Staff
 Legal Bulletin No. 4 indicates that, when a spun-off entity will not be a reporting company,
 shareholders and the market must receive "adequate information" about the spun-off
 entity in order to fit into the safe harbor to avoid registration. Please tell us whether
 you plan to provide this information and how you plan to communicate it to the CVR holders,
 if you do not intend to register the transaction.

 RESPONSE :
The Company acknowledges the Staff's Comment and responds by confirming the Company's CVR distribution is not the spin-off
of an entity to its shareholders and accordingly the Company will not register the transaction as indicated by Staff Legal Bulletin No.
4. The Company does plan to provide "adequate information" about the assets in the CVR Trust and the distributions to be
distributed to the CVR holders. The Company has established a website www.fgftrust.com which when live will include information about
the CVR Trust, the management of the CVR Trust, the assets in the CVR Trust, the value of the assets in the CVR Trust and the distributions
to the CVR holders. The Company has revised the Amended Information Statement to include disclosures about the information to be provide
to CVR holders. Please see page 14 of the Amended Information Statement.

 3. Please
 revise your disclosure to provide additional information regarding the assets to be transferred
 to the CVR Trust. Clarify the party or parties that will manage the liquidation and monetization
 of the assets in the CVR trust and any compensation that those parties will receive for their
 services, including how those payments may impact the value of the assets in the CVR trust
 available to shareholders. Also, clarify the strategy and expected timing for monetizing
 the assets and the source of any anticipated distributions to CVR holders.

 RESPONSE :
The Company acknowledges the Staff's Comment and responds that the Company has revised the Amended Information Statement accordingly.
Please see page 14 of the Amended Information Statement.

 4. Please
 expand your disclosure to more clearly describe the legacy assets you will retain following
 the transfer to the CVR Trust, including the nature and book value of the retained assets.

 RESPONSE :
The Company acknowledges the Staff's Comment and responds that the Company has revised the Amended Information Statement accordingly.
Please see page 14 of the Amended Information Statement.

 5. Please
 revise your disclosure to quantify the potential dilutive impact to current shareholders
 from all recent and pending securities issuances, including pre-funded warrants, on a fully
 diluted basis.

 RESPONSE :
The Company acknowledges the Staff's Comment and responds that the Company has revised the Amended Information Statement to add
disclosure to quantify the potential dilutive impact to current shareholders from all recent and pending securities issuances, including
pre-funded warrants, on a fully diluted basis. Please see page 13 of the Amended Information Statement.

 2

 Should
you have any questions relating to the foregoing or wish to discuss any aspect of the Company's counsel James A. Prestiano, Esq.
at Loeb & Loeb LLP Tel. No. (212) 407-4831 or Email: jprestiano@loeb.com.

 Thank
you for your time and attention to this filing.

 Sincerely,

 Fundamental
 Global Inc.

 /s/
 Kyle Cerminara

 Name:

 Kyle
 Cerminara

 Title:
 Chief
 Executive Officer

 cc:
 James
 A. Prestiano, Esq.

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 12, 2025

D. Kyle Cerminara
Chief Executive Officer
Fundamental Global Inc.
6408 Bannington Road
Charlotte, NC 28226

 Re: Fundamental Global Inc.
 Preliminary Information Statement on Schedule 14C
 Filed July 30, 2025
 File No. 001-36366
Dear D. Kyle Cerminara:

 We have reviewed your filing 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.

Preliminary Information Statement on Schedule 14C
General

1. We note your disclosure on page 1 and elsewhere that the contingent
value rights
 ("CVRs") will be distributed to existing shareholders in connection with
the transfer
 of assets to the CVR Trust. Please confirm, and revise your disclosure
to clearly state
 that shareholders will not provide any consideration to receive the
CVRs.
2. Staff Legal Bulletin No. 4 indicates that, when a spun-off entity will
not be a reporting
 company, shareholders and the market must receive "adequate information"
about the
 spun-off entity in order to fit into the safe harbor to avoid
registration. Please tell us
 whether you plan to provide this information and how you plan to
communicate it to
 the CVR holders, if you do not intend to register the transaction.
3. Please revise your disclosure to provide additional information
regarding the assets to
 be transferred to the CVR Trust. Clarify the party or parties that will
manage the
 liquidation and monetization of the assets in the CVR trust and any
compensation that
 those parties will receive for their services, including how those
payments may impact
 the value of the assets in the CVR trust available to shareholders.
Also, clarify the
 August 12, 2025
Page 2

 strategy and expected timing for monetizing the assets and the source of
any
 anticipated distributions to CVR holders.
4. Please expand your disclosure to more clearly describe the legacy assets
you will
 retain following the transfer to the CVR Trust, including the nature and
book value
 of the retained assets.
5. Please revise your disclosure to quantify the potential dilutive impact
to current
 shareholders from all recent and pending securities issuances, including
pre-funded
 warrants, on a fully diluted basis.
 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 or Christian Windsor at
202-551-
3419 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Jim Prestiano
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

July
29, 2024

VIA
EDGAR

Robert
Arzonetti

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Re:
Acceleration Request for Fundamental Global Inc. Registration Statement on Form S-4, as amended by Amendment No. 1 (File No. 333-280346)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, Fundamental Global Inc.
respectfully requests that the effective date for the above captioned registration statement on Form S-4 (the “Registration Statement”),
be accelerated so that the Registration Statement will be declared effective at 4:00 p.m. Eastern Time on July 31, 2024, or as soon thereafter
as is practicable.

Should
you have any questions regarding the Registration Statement, please contact Amy Bowler at (303) 290-1086.

    Very
    truly yours,

    Fundamental
    Global Inc.

    /s/
    D. Kyle Cerminara

    Name:
    D. Kyle Cerminara

    Title:
    Chief Executive Officer and Chairman of the Board of Directors

cc:
Amy Bowler, Esq.

CORRESP
1
filename1.htm

July
19, 2024

VIA
EDGAR

Division
of Corporation Finance

Office
of Finance

United
States Securities and Exchange Commission

Washington,
DC 20549

Attn:
Robert Arzonetti

James
Lopez

    Re:

    Fundamental
    Global Inc.

    Registration
    Statement on Form S-4

    Filed
    June 20, 2024

    File
    No. 333-280346

Mr.
Arzonetti:

On
behalf of Fundamental Global Inc. (the “Company”), set forth below is the Company’s response to the comments issued
by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in your July 10, 2024
letter (the “Comment Letter”) concerning the above-referenced filing.

For
convenience, we have included the text of the comment from the Comment Letter, followed by our response.

Registration
Statement on Form S-4

Prospectus
Summary, page 9

    1.
    Please
    revise to provide prominent disclosure clarifying the related party nature of the transaction, a summary describing the combined
    company’s various businesses, and an explanation of the extent to which operations are meant to be combined. In this regard,
    please include:

    a)
    a
    graphic depicting the corporate structure of the various subsidiaries and holding companies before and after the proposed transaction,
    including identification of the nature of their operations, such as the cinema entertainment and reinsurance operations;

    b)
    quantification
    of the approximate percentages of the combined company’s revenues attributed to each significant business;

    c)
    clarification
    of how the very different businesses are expected to be run and/or integrated, particularly in areas like operational processes,
    management oversight and resource allocation; and

    d)
    further
    clarification of anticipated synergies, such as any cost savings from shared services and enhanced operational efficiencies.

Please
see Summary of the Joint Proxy Statement/Prospectus, The Parties to the Business Combination, Strong Global Entertainment, Inc. on pages
9-10 of Amendment No. 1 to the Company’s Registration Statement on Form S-4.

Where
you can Find More Information, page 61

    2.
    We
    note the list of filings on page 62, which you state are incorporated by reference. It appears that you are not S-3 eligible and
    are, therefore, ineligible to incorporate by reference. Please revise to provide all required information or an analysis as to why
    you believe you are eligible to incorporate by reference.

Amendment
No. 1 to the Company’s Registration Statement on Form S-4 includes required information without incorporating such information
by reference.

*         *         *         *         *

The
Company acknowledges that it is responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action
or absence of action by the Staff.

If
you have any questions regarding the Company’s response or require further information, please do not hesitate to contact the Company’s
counsel, Amy Bowler of Holland & Hart LLP, by telephone at (303) 290-1086.

    Sincerely,

    Fundamental
    Global Inc.

    By:
    Kyle Cerminara

    /s/
    Kyle Cerminara

    Kyle
    Cerminara, Chief Executive Officer

    cc:
    Amy
    Bowler, Esq. (Holland & Hart LLP)

    James
    Lopez (SEC Office of Finance)

    2

July 10, 2024
D. Kyle Cerminara
Chief Executive Officer
Fundamental Global Inc.
108 Gateway Blvd, Suite 204
Mooresville, NC 28117
Re:Fundamental Global Inc.
Registration Statement on Form S-4
Filed June 20, 2024
File No. 333-280346
Dear D. Kyle Cerminara:
            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 S-4
Prospectus Summary, page 9
Please revise to provide prominent disclosure clarifying the related party nature of the
transaction, a summary describing the combined company's various businesses, and an
explanation of the extent to which operations are meant to be combined. In this regard,
please include:

•a graphic depicting the corporate structure of the various subsidiaries and holding
companies before and after the proposed transaction, including identification of the
nature of their operations, such as the cinema entertainment and reinsurance
operations;
•quantification of the approximate percentages of the combined company's revenues
attributed to each significant business;
clarification of how the very different businesses are expected to be run and/or •1.

July 10, 2024
Page 2
integrated, particularly in areas like operational processes, management oversight and
resource allocation; and
•further clarification of anticipated synergies, such as any cost savings from shared
services and enhanced operational efficiencies.
Where You Can Find More Information, page 61
2.We note the list of filings on page 62, which you state are incorporated by reference. It
appears that you are not S-3 eligible and are, therefore, ineligible to incorporate by
reference. Please revise to provide all required information or an analysis as to why you
believe you are eligible to incorporate by reference.
            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.
            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 Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Amy Bowler

CORRESP
1
filename1.htm

January
24, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Re:
FG Financial Group, Inc. - Acceleration Request

Registration
Statement on Form S-4 (File No. 333-276432)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, FG Financial Group, Inc.
respectfully requests that the effective date for the above captioned registration statement on Form S-4 (the “Registration Statement”),
be accelerated so that the Registration Statement will be declared effective at 5:00 p.m. Eastern Time on January 26, 2024, or as soon
thereafter as is practicable.

Should
you have any questions regarding the Registration Statement, please contact S. Chase Dowden at (801) 799-5769.

    Very truly yours,

    FG Financial Group, Inc.

    /s/
    Larry G. Swets, Jr.

    Name:
    Larry
    G. Swets, Jr.

    Title:
    Chief
    Executive Officer

    cc:

    S.
    Chase Dowden, Esq.

    Amy
    Bowler, Esq.

United States securities and exchange commission logo
January 16, 2024
Larry G. Swets
Chief Executive Officer
FG Financial Group, Inc.
104 S. Walnut Street, Unit 1A
Itasca, IL 60143
Re:FG Financial Group, Inc.
Registration Statement on Form S-4
Filed January 8, 2024
File No. 333-276432
Dear Larry G. Swets:
            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 Madeleine Joy Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       S. Chase Dowden, Esq.

CORRESP
1
filename1.htm

FG
FINANCIAL GROUP, INC.

360
Central Ave., Suite 800

St.
Petersburg, Florida 33701

June
13, 2022

VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attn:
John Stickel

    RE:
    FG Financial Group, Inc. (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-264735) (the “Registration Statement”)

Dear
Mr. Stickel:

The
Company hereby requests acceleration of effectiveness of the Registration Statement to 5:00 p.m. Eastern Time on June 15, 2022, or as
soon thereafter as practicable.

The
Company hereby acknowledges that:

    ●
    Should
    the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare
    the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
    Statement;

    ●
    The
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
    and

    ●
    The
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

[Signature
page follows]

    Very truly yours,

    FG FINANCIAL
    GROUP, INC.

    By:
    s/
Hassan R. Baqar

    Hassan
    R. Baqar

    Chief
    Financial Officer

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 22nd Floor

New
York, New York 10004

June
13, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    FG
    Financial Group, Inc. (the “Company”)

    Registration
    Statement on Form S-1 (File No. 333-264735)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative of the underwriters of the offering, hereby
joins the request of the Company that the effective date of the Company’s Registration Statement on Form S-1, as amended (File
No. 333-264735), be accelerated so as to permit it to become effective on Wednesday, June 15, 2022, at 5:00 p.m. (Eastern Time),
or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities Act, please be advised that there will be distributed to each underwriter
or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well
as “E-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
truly yours,

    ThinkEquity
    LLC

    By:
    /s/
    Kevin Mangan

    Name:

    Kevin
    Mangan

    Title:
    Managing
    Director, Head of Equity Syndicate

    cc:
    Leslie
    Marlow, Esq.

Patrick
J. Egan, Esq.

United States securities and exchange commission logo
May 12, 2022
Brian Bottjer
Senior Vice President and Chief Accounting Officer
FG Financial Group, Inc.
360 Central Ave, Suite 800
St. Petersburg, FL 33701
Re:FG Financial Group, Inc.
Registration Statement on Form S-1
Filed May 6, 2022
File No. 333-264735
Dear Mr. Bottjer:
            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 John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

FG
FINANCIAL GROUP, INC.

360
Central Ave Suite 800

St.
Petersburg, Florida 33701

October
27, 2021

VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    RE:
    FG
    Financial Group, Inc. (the “Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333-260045) (the “Registration Statement”)

Dear
Mr. Brown:

The
Company hereby requests acceleration of effectiveness of the Registration Statement to 5:00 p.m. Eastern Time on October 28, 2021, or
as soon thereafter as practicable.

The
Company hereby acknowledges that:

    ●
    Should
    the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare
    the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
    Statement;

    ●
    The
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
    and

    ●
    The
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

[Signature
page follows]

    Very
    truly yours,

    FG
    FINANCIAL GROUP, INC.

    By:
    /s/
    Brian D. Bottjer

    Brian
    D. Bottjer

    Chief
    Accounting Officer

CORRESP
1
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FG
FINANCIAL GROUP, INC.

360
Central Ave., Suite 800

St.
Petersburg, Florida 33701

October
21, 2021

VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    RE:
    FG
    Financial Group, Inc. (the “Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333-258457) (the “Registration Statement”)

Dear
Mr. Brown:

The
Company hereby requests acceleration of effectiveness of the Registration Statement to 5:00 p.m. Eastern Time on October 25, 2021, or
as soon thereafter as practicable.

The
Company hereby acknowledges that:

 ● Should
                                            the Securities and Exchange Commission (the “Commission”) or the Staff, acting
                                            pursuant to delegated authority, declare the Registration Statement effective, it does not
                                            foreclose the Commission from taking any action with respect to the Registration Statement;

 ● The
                                            action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
                                            the Registration Statement effective, does not relieve the Company from its full responsibility
                                            for the adequacy and accuracy of the disclosure in the Registration Statement; and

 ● The
                                            Company may not assert Staff comments and the declaration of effectiveness as a defense in
                                            any proceeding initiated by the Commission or any person under the federal securities laws
                                            of the United States.

[Signature
page follows]

    Very
    truly yours,

    FG
    FINANCIAL GROUP, INC.

    By:
    /s/
    Brian D. Bottjer

    Brian
    D. Bottjer

    Chief
    Accounting Officer

CORRESP
1
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ThinkEquity
LLC

17
State Street, 22nd Floor

New
York, New York 10004

October
21, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    FG
    Financial Group, Inc. (the “Company”)

    Registration
    Statement on Form S-1, as amended (the “Registration Statement”)

    File
    No. 333-258457

    Request
    for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative of the underwriters of the offering, hereby
joins the request of the Company that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so
as to permit it to become effective on Monday, October 25, 2021, at 5:00 p.m. (Eastern Time), or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations of the Securities Act, please be advised that there will be distributed to each underwriter
or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies, as well
as “E-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    ThinkEquity
    LLC

    By:
    /s/
    Kevin Mangan

    Name:
    Kevin
    Mangan

    Title:
    Managing
    Director, Head of Equity Syndicate

    cc:
    Leslie
    Marlow, Esq., Gracin & Marlow, LLP

    Patrick
    J. Egan, Esq., Gracin & Marlow, LLP

United States securities and exchange commission logo
October 8, 2021
Larry G. Swets, Jr.
Chief Executive Officer
FG Financial Group, Inc.
360 Central Ave, Suite 800
St. Petersburg, FL 33701
Re:FG Financial Group, Inc.
Registration Statement on Form S-1
Filed October 5, 2021
File No. 333-260045
Dear Mr. Swets:
            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 David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
August 9, 2021
Larry G. Swets, Jr.
Chief Executive Officer
FG Financial Group, Inc.
360 Central Ave, Suite 800
St. Petersburg, FL 33701
Re:FG Financial Group, Inc.
Registration Statement on Form S-1
Filed August 4, 2021
File No. 333-258457
Dear Mr. Swets:
            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 Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       David C. Fischer, Esq.

CORRESP
1
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FG
FINANCIAL GROUP, INC.

970
Carillon Drive, Suite 318

St.
Petersburg, FL 33716

April
7, 2021

VIA
EDGAR

    Division
    of Corporation Finance

    U.S.
    Securities & Exchange Commission

    100
    F Street, NE

    Washington,
    D.C. 20549

    Attn:
    John
    Dana Brown

    RE:
    FG
    Financial Group, Inc. (the “Company”)

    Registration
    Statement on Form S-3

    (File
    No. 333-253285) (the “Registration Statement”)

Dear
Mr. Brown:

The
Company hereby requests acceleration of effectiveness of the Registration Statement to 4:30 p.m. Eastern Time on April 9, 2021,
or as soon thereafter as practicable.

The
Company hereby acknowledges that:

    ●
    Should
    the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority,
    declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to
    the Registration Statement;

    ●
    The
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
    Statement; and

    ●
    The
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
    Commission or any person under the federal securities laws of the United States.

[Signature
page follows]

    Very
    truly yours,

    FG
    FINANCIAL GROUP, INC.

    By:
    /s/
    John S. Hill

    John
    S. Hill,

    Chief
    Financial Officer

CORRESP
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March
24, 2021

Securities
and Exchange Commission

Washington
D.C. 20549

    ATTN:
    Julia Griffith

John
Dana Brown

    Re:

    FG
    Financial Group, Inc.

    Registration
    Statement on Form S-3 Filed February 19, 2021

    File
    No. 333-253285

Dear
Ms. Griffith and Mr. Brown:

In
connection with Amendment No. 1 to the referenced registration statement, being filed concurrently, we respond to your March 18,
2021 letter commenting thereon as follows:

Registration
Statement on Form S-3

Cover
Page

    1.
    Please
    disclose on the outside front cover of the prospectus the calculation of the aggregate market value of the outstanding
    voting and nonvoting common equity pursuant to Instruction 7 to General Instruction I.B.6 to Form S-3 and the amount of all
    securities offered pursuant to General Instruction I.B.6 during the prior 12 calendar month period ending on, and including
    the date of the prospectus.

Response:
We have included this information on the front cover of the prospectus.

    2.
    Please
    confirm to us your reliance on General Instruction I.B.6 to Form S-3 for limited primary offerings with respect to this
    registration statement, and your understanding of the size limitations for such offerings.

Response:
We confirm to the Staff our reliance on General Instruction I.B.6 to Form S-3 for limited primary offerings, with respect to this
registration statement, and our understanding of the size limitations for such offerings.

    Very
    truly yours,

    /s/
    John S. Hill

    John
    S. Hill, Chief Financial Officer

United States securities and exchange commission logo
March 18, 2021
Larry G. Swets, Jr.
Chief Executive Officer
FG Financial Group, Inc.
970 Lake Carillon Drive, Suite 318
St. Petersburg, FL 33716
Re:FG Financial Group, Inc.
Registration Statement on Form S-3
Filed February 19, 2021
File No. 333-253285
Dear Mr. Swets:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 registration statement and providing the
requested information.  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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Cover Page
1.Please disclose on the outside front cover of the prospectus the calculation of the
aggregate market value of the outstanding voting and nonvoting common equity pursuant
to Instruction 7 to General Instruction I.B.6 to Form S-3 and the amount of all securities
offered pursuant to General Instruction I.B.6 during the prior 12 calendar month period
ending on, and including the date of the prospectus.
2.Please confirm to us your reliance on General Instruction I.B.6 to Form S-3 for limited
primary offerings with respect to this registration statement, and your understanding of the
size limitations for such offerings.

 FirstName LastNameLarry G. Swets, Jr.
 Comapany NameFG Financial Group, Inc.
 March 18, 2021 Page 2
 FirstName LastName
Larry G. Swets, Jr.
FG Financial Group, Inc.
March 18, 2021
Page 2
            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.
            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 Julia Griffith at 202-551-3267 or John Dana Brown at 202-551-3859 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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February
21, 2018

By
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:

    Jeffrey
    Gabor, Division of Corporation Finance

    Erin
    Jaskot, Division of Corporation Finance

    RE:

    1347
    Property Insurance Holdings, Inc. (the “Company”)

    Registration
    Statement on Form S-1 (File No. 333-222470)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission
take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on February 23, 2018,
at 4:00 P.M., Eastern Time, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior to such time.

If
you have any questions regarding this request, please contact Jurgita Ashley of Thompson Hine LLP, at 216-566-8928 or via Jurgita.Ashley@ThompsonHine.com.
Please also call Jurgita Ashley as soon as the Company’s Registration Statement on Form S-1 has been declared effective.
Thank you for your attention to this matter.

    Sincerely,

    1347
PROPERTY INSURANCE HOLDINGS, INC.

    By:
    /s/
    John S. Hill

    Name:
    John
    S. Hill

    Title:
    Vice
    President, Chief Financial Officer and Secretary

    Telephone:
    (813)
579-6213

    E-mail:

    jhill@maisonins.com

cc:
Jurgita Ashley, Thompson Hine LLP

CORRESP
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February
21, 2018

By
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Jeffrey
    Gabor, Division of Corporation Finance

    Erin
    Jaskot, Division of Corporation Finance

    RE:
    1347
    Property Insurance Holdings, Inc. (the “Company”)

    Registration
    Statement on Form S-1 (File No. 333-222470)

Ladies
and Gentlemen:

Reference
is made to the Company’s letter, filed as correspondence via EDGAR on February 20, 2018, in which the Company requested
that the effectiveness of the above-captioned Registration Statement be accelerated so that such Registration Statement would
become effective on February 22, 2018, at 10:00 A.M., Eastern Time, or as soon thereafter as practicable, pursuant to Rule 461
of the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective
at this time, and we hereby formally withdraw our request for acceleration of the effective date.

If
you have any questions with respect to the foregoing, please contact Jurgita Ashley of Thompson Hine LLP, at 216-566-8928 or via
Jurgita.Ashley@ThompsonHine.com. Thank you for your attention to this matter.

    Sincerely,

    1347
    PROPERTY INSURANCE HOLDINGS, INC.

    By:
    /s/
    John S. Hill

    Name:
    John
    S. Hill

    Title:
    Vice
    President, Chief Financial Officer and Secretary

    Telephone:
    (813)
    579-6213

    E-mail:
    jhill@maisonins.com

cc:
Jurgita Ashley, Thompson Hine LLP

CORRESP
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February
21, 2018

By
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Jeffrey
    Gabor, Division of Corporation Finance

    Erin
    Jaskot, Division of Corporation Finance

    RE:

    1347
    Property Insurance Holdings, Inc. (the “Company”)

    Registration
    Statement on Form S-1 (File No. 333-222470)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on February 20, 2018, in which we, as representative of the underwriters
of the Company’s proposed public offering of preferred stock, joined the Company’s request for acceleration of the
effective date of the above-referenced Registration Statement for February 22, 2018, at 10:00 A.M., Eastern Time, or as soon thereafter
as practicable, pursuant to Rule 461 of the Securities Act of 1933, as amended. The Company is no longer requesting that such
Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the
effective date.

    Sincerely,

    BOENNING
    & SCATTERGOOD, INC.

    By:

    Name:
    Charles
    K. Hull

    Title:
    Managing
    Director, Head of Investment Banking

    Telephone: 610-832-5310

    E-mail: chull@boenninginc.com

4
Tower Bridge  ● 200 Barr Harbor Drive  ● Suite 300 ● West Conshohocken ● PA 19428-2979

Phone
(610) 832-1212 ● Toll Free (800) 883-1212 ● Fax (610) 832-5301

www.boenninginc.com
● Member FINRA/ SIPC

CORRESP
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February
21, 2018

By
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Jeffrey
    Gabor, Division of Corporation Finance

    Erin
    Jaskot, Division of Corporation Finance

    RE:
    1347
    Property Insurance Holdings, Inc. (the “Company”)

    Registration
    Statement on Form S-1 (File No. 333-222470)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, and as representative of the underwriters of the Company’s
proposed public offering of preferred stock, we wish to advise you that we hereby join with the Company’s request that the
effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that the same will become effective
on February 23, 2018, at 4:00 P.M., Eastern Time, or as soon thereafter as is practicable, unless the Company notifies you otherwise
prior to such time.

Pursuant
to Rule 460 under the Securities Act, we wish to advise you that as of the date hereof, 180  copies of the Preliminary
Prospectus to the Registration Statement, dated February 13, 2018, have been distributed to prospective underwriters,
dealers, institutional investors, retail investors and others.

Sincerely,

BOENNING
& SCATTERGOOD, INC.

    By:

    Name:
    Charles
    K. Hull

    Title:
    Managing
    Director, Head of Investment Banking

    Telephone:
    610-832-5310

    E-mail:
    chull@boenninginc.com

4
Tower Bridge ● 200 Barr Harbor Drive ● Suite 300 ● West Conshohocken ● PA 19428-2979

Phone
(610) 832-1212 ● Toll Free (800) 883-1212 ● Fax (610) 832-5301

www.boenninginc.com
● Member FINRA/ SIPC

CORRESP
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February
20, 2018

By
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Jeffrey
    Gabor, Division of Corporation Finance

    Erin
    Jaskot, Division of Corporation Finance

    RE:
    1347
    Property Insurance Holdings, Inc. (the “Company”)

    Registration
Statement on Form S-1 (File No. 333-222470)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, the Company hereby requests that the Securities and Exchange Commission
take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on February 22, 2018,
at 10:00 A.M., Eastern Time, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior to such
time.

If
you have any questions regarding this request, please contact Jurgita Ashley of Thompson Hine LLP, at 216-566-8928 or via Jurgita.Ashley@ThompsonHine.com.
Please also call Jurgita Ashley as soon as the Company’s Registration Statement on Form S-1 has been declared effective.
Thank you for your attention to this matter.

Sincerely,

    1347 PROPERTY INSURANCE HOLDINGS, INC.

    By:
    /s/ John S. Hill

    Name:
    John S. Hill

    Title:
    Vice President, Chief Financial Officer and Secretary

    Telephone:
    (813) 579-6213

    E-mail:
    jhill@maisonins.com

cc:
Jurgita Ashley, Thompson Hine LLP

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February
20, 2018

By
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Jeffrey
    Gabor, Division of Corporation Finance

    Erin
    Jaskot, Division of Corporation Finance

    RE:
    1347 Property Insurance Holdings, Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-222470)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, and as representative of the underwriters of the Company’s
proposed public offering of preferred stock, we wish to advise you that we hereby join with the Company’s request that the
effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that the same will become effective
on February 22, 2018, at 10:00 A.M., Eastern Time, or as soon thereafter as is practicable, unless the Company notifies you otherwise
prior to such time.

Pursuant
to Rule 460 under the Securities Act, we wish to advise you that as of the date hereof, 6 copies of the Preliminary Prospectus
to the Registration Statement, dated February 13, 2018, have been distributed to prospective underwriters, dealers, institutional
investors, retail investors and others.

    Sincerely,

    BOENNING & SCATTERGOOD, INC.

    By:

    Name:
    Charles K. Hull

    Title:
    Managing Director, Head of Investment Banking

    Telephone: 610-832-5310

    E-mail: chull@boenninginc.com

CORRESP
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February
5, 2018

By
EDGAR and E-Mail

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Jeffrey Gabor, Division of
    Corporation Finance

    Erin Jaskot, Division of Corporation Finance

    Re:
    1347 Property
    Insurance Holdings, Inc. (the “Company”)

    Registration Statement
    on Form S-1 (the “Registration Statement”)

    Filed January 8, 2018

    File No. 333-222470

Dear
Ladies and Gentlemen,

On
behalf of the Company, we are writing in response to your letter dated January 19, 2018 relating to the Registration Statement.
This letter includes your comments in bold with the Company’s responses below, which responses correspond with the headings
and comment numbers in your letter. In response to your comments, we have amended the Registration Statement, as appropriate,
and filed a marked copy of the amended Registration Statement with the Securities and Exchange Commission for your convenience.

Cover
Page

    1.
    We
    note that there is no established public trading market for the Preferred Stock. Please revise the cover page and throughout
    the prospectus to disclose a fixed price at which you intend to sell the Preferred Stock. Refer to Item 501(b)(3) of Regulation
    S-K.

    The
    Company has filed Amendment No. 1 to the Registration Statement with the requested information.

    2.
    We note your
    disclosure on the prospectus cover page that if your Nasdaq listing application is approved, you expect trading to commence
    within 30 days following the initial issuance of the Preferred Stock. Please clearly state on the cover page and elsewhere
    as appropriate whether approval of the listing is a condition to the offering.

The
Registration Statement has been updated in response to your comment.

February
5, 2018

Page
2

Compensation
of Executive Officers, page 66

    3.
    Please
    update executive compensation and director compensation to reflect data for the last completed fiscal year. Please refer to
    Question 117.05 of the Compliance and Disclosure Interpretations for Regulation S-K.

The
Company has filed Amendment No. 1 to the Registration Statement including such data for the last completed fiscal year.

Incorporation
by Reference, page 93

    4.
    We
    note that you incorporate information by reference into your registration statement. However, to be eligible to incorporate
    by reference, you must have filed your annual report required under Section 13(a) or Section 15(d) of the Exchange Act for
    your most recently completed fiscal year. See General Instruction VII.C to Form S-1. Please amend the registration statement
    to include all disclosure required by Form S-1, or, in the alternative, file your Form 10-K for the fiscal year ended December
    31, 2017.

We
confirm that the Registration Statement includes all disclosure required by Form S-1.

If
you have any questions regarding these responses or require any additional information, please contact Jurgita Ashley of Thompson
Hine LLP, at 216-566-8928 or via Jurgita.Ashley@ThompsonHine.com.

    Sincerely,

    1347 PROPERTY INSURANCE HOLDINGS, INC.

    By:
    /s/
    John S. Hill

    Name:
    John
    S. Hill

    Title:

    Vice
    President, Chief Financial Officer and Secretary

    Telephone:
    (813)
    579-6213

    E-mail:

    jhill@maisonins.com

cc:
Jurgita Ashley, Thompson Hine LLP

January 19, 2018
Douglas Raucy
President and Chief Executive Officer
1347 Property Insurance Holdings, Inc.
1511 N. Westshore Blvd., Suite 870
Tampa, FL 33607
Re:1347 Property Insurance Holdings, Inc.
Registration Statement on Form S-1
Filed January 8, 2018
File No. 333-222470
Dear Mr. Raucy:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 registration statement and providing the
requested information.  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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 Filed January 8, 2018
Cover Page
1.We note that there is no established public trading market for the Preferred Stock.  Please
revise the cover page and throughout the prospectus to disclose a fixed price at which
you intend to sell the Preferred Stock.  Refer to Item 501(b)(3) of Regulation S-K.
2.We note your disclosure on the prospectus cover page that if your Nasdaq listing
application is approved, you expect trading to commence within 30 days following the
initial issuance of the Preferred Stock.  Please clearly state on the cover page and
elsewhere as appropriate whether approval of the listing is a condition to the offering.

 FirstName LastNameDouglas Raucy
 Comapany Name1347 Property Insurance Holdings, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Douglas Raucy
1347 Property Insurance Holdings, Inc.
January 19, 2018
Page 2
Compensation of Executive Officers, page 66
3.Please update executive compensation and director compensation to reflect data for the
last completed fiscal year.  Please refer to Question 117.05 of the Compliance and
Disclosure Interpretations for Regulation S-K.
Incorporation by Reference, page 93
4.We note that you incorporate information by reference into your registration
statement.  However, to be eligible to incorporate by reference, you must have filed your
annual report required under Section 13(a) or Section 15(d) of the Exchange Act for your
most recently completed fiscal year.  See General Instruction VII.C to Form S-1.  Please
amend the registration statement to include all disclosure required by Form S-1, or, in the
alternative, file your Form 10-K for the fiscal year ended December 31, 2017.
            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.
            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.
            You may contact Jeffrey Gabor at 202-551-2544 or Erin Jaskot at 202-551-3442 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Jurgita Ashley

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    January 8, 2018

Via EDGAR

    United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

RE: 1347 Property Insurance Holdings,
Inc. Securities Act Registration Statement on Form S-1

Ladies and gentlemen,

Attached please find the Securities Act
Registration Statement on Form S-1 filed by 1347 Property Insurance Holdings, Inc. (the “Company”) in connection with
the registration of shares of Cumulative Preferred Stock. The Company hopes that the Form S-1 will be declared effective by early
February 2018.

If you have any questions or comments
regarding this filing, please call me at (216) 566-8928 or contact me via e-mail at Jurgita.Ashley@ThompsonHine.com. We would
appreciate if you could please advise us once your review is completed in order to accommodate the Company’s timeline.

    Respectfully,

    /s/ Jurgita Ashley

    Jurgita Ashley

    cc:
    John S. Hill, 1347 Property Insurance Holdings, Inc.

    (E-mail: jhill@maisonins.com); telephone: (813) 579-6213)

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March 27, 2014

Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549-7010

 Attention: Mr. Jeffrey P. Riedler, Assistant Director

Mr. Scot Foley, Staff Attorney

Mr. Frank Wyman, Staff Accountant

Mr. Joel Parker, Branch Chief

 Re: 1347 Property Insurance Holdings, Inc. (the “Company”)

  Filed on Form S-1

  Registration No. 333-193314

Dear Mr. Riedler:

In connection with
the above-captioned Registration Statement, we wish to advise that between March 7, 2014 and the date hereof 615 copies of the
Preliminary Prospectus dated March 7, 2014 were distributed as follows: 0 to prospective underwriters; 300 to institutional investors;
160 to prospective dealers; 150 to individuals; 0 to rating agencies; and 0 to others. This acceleration request supersedes in
all respects our previous acceleration request dated March 21, 2014.

We have been informed
by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended.

We hereby join in the
request of the Company that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 5:15
p.m. Eastern Time, on Monday, March 31, 2014 or as soon thereafter as practicable.

[Signature page follows]

Very truly yours,

Aegis Capital Corp., as sole book-running manager
and representative of the underwriters

By: 	/s/ Eugene Terracciano

Name:	Eugene Terracciano

Title: 	Director of Compliance

EarlyBirdCapital, Inc., as co-manager

By: 	/s/ R. Michael Powell

Name:	R. Michael Powell

Title: Managing Director

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1347 Property
Insurance Holdings, Inc.

9100 Bluebonnet
Centre Blvd., Suite 502

Baton Rouge,
LA 70809

VIA EDGAR

United States Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

    Attn:

        Mr. Jeffrey P. Riedler, Assistant Director

        Mr. Scot Foley, Staff Attorney

    Mr. Frank Wyman, Staff Accountant

    Mr. Joel Parker, Branch Chief

1347 Property
Insurance Holdings, Inc.

Registration
Statement on Form S-1

File No. 333-193314

March 27, 2014

Dear Mr. Riedler:

Pursuant
to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), 1347 Property Insurance Holdings, Inc.
(the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated
so that the Registration Statement, as then amended, will become effective under the Securities Act by 5:15 p.m. (Washington,
D.C. time) on March 31, 2014, or as soon thereafter as practicable. This request for acceleration
supersedes the request the Company submitted on March 21, 2014.

In
connection with this request, the Company acknowledges that:

 • should the Commission
or the staff of the Commission (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 Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

It
would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Joel L. Rubinstein at
(212) 547-5336, or, in his absence, Eric Orsic at (312) 984-7617, and then send written confirmation to the addressees listed
on the cover of the Registration Statement.

    Very truly yours,

    1347 Property Insurance Holdings, Inc.

    By:
    /s/ Douglas N. Raucy

    Name:
     Douglas N. Raucy

    Title:
    President and Chief Executive Officer

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1347 Property
Insurance Holdings, Inc.

9100 Bluebonnet
Centre Blvd., Suite 502

Baton Rouge,
LA 70809

VIA EDGAR

United States Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

    Attn:

        Mr. Jeffrey P. Riedler, Assistant Director

        Mr. Scot Foley, Staff Attorney

    Mr. Frank Wyman, Staff Accountant

    Mr. Joel Parker, Branch Chief

1347 Property
Insurance Holdings, Inc.

Registration
Statement on Form S-1

File No. 333-193314

March 21, 2014

Dear Mr. Riedler:

Pursuant to Rule
461 of the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “Securities Act”), 1347 Property Insurance Holdings, Inc. (the “Company”)
hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the Registration
Statement, as then amended, will become effective under the Securities Act by 5:15 p.m. (Washington, D.C. time) on March 25, 2014,
or as soon thereafter as practicable.

In connection
with this request, the Company acknowledges that:

    •

    should the Commission or the staff of the Commission (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 Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

It would be appreciated
if, as soon as the Registration Statement is declared effective, you would so inform Joel L. Rubinstein at (212) 547-5336, or,
in his absence, Eric Orsic at (312) 984-7617, and then send written confirmation to the addressees listed on the cover of the Registration
Statement.

    Very truly yours,

    1347 Property Insurance Holdings, Inc.

    By:
    /s/ Douglas N. Raucy

    Name: Douglas N. Raucy
Title: President and Chief Executive Officer

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March 21, 2014

Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549-7010

Attention:	Mr. Jeffrey P. Riedler, Assistant Director

Mr. Scot Foley, Staff Attorney

Mr. Frank Wyman, Staff Accountant

Mr. Joel Parker, Branch Chief

 Re: 1347 Property Insurance Holdings, Inc. (the “Company”)

  Filed on Form S-1

  Registration No. 333-193314

Dear Mr. Riedler:

In connection with
the above-captioned Registration Statement, we wish to advise that between March 7, 2014 and the date hereof 615 copies of the
Preliminary Prospectus dated March 7, 2014 were distributed as follows: 0 to prospective underwriters; 300 to institutional investors;
165 to prospective dealers; 150 to individuals; 0 to rating agencies; and 0 to others.

We have been informed
by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended.

We hereby join in the
request of the Company that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 5:15
p.m. Eastern Time, on Tuesday, March 25, 2014 or as soon thereafter as practicable.

[Signature page follows]

Very truly yours,

Aegis Capital Corp., as sole book-

running manager
and representative of

the underwriters

 By: /s/ Eugene Terracciano

 Name: Eugene Terracciano

 Title: Director of Compliance

EarlyBirdCapital, Inc., as co-manager

 By: /s/ R. Michael Powell

 Name: R. Michael Powell

 Title: Managing Director

March 18, 2014

Via E -mail
Douglas N. Raucy
President and Chief Executive Officer
1347 Property Insurance Holdings, Inc.
9100 Bluebonnet Centre Blvd., Suite 502
Baton Rouge, LA 70809

Re: 1347 Property Insurance Holdings, Inc.
Amendment No. 3 to Registration Statement on Form S -1
Filed March 7 , 2014
  File No. 333 -193314

Dear Mr. Raucy :

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

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

Dilution, page 34

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

We urge all persons who are responsible for the accuracy and ade quacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a comp any’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

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

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

 the actio n of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Frank Wyman at (202) 551 -3660 or Joel Parker at (202) 551 -3651 if
you have questions regarding comments on the financial statements and related matters. Please
contact Scot Foley at (202) 551 -3383 or me at (202) 551 -3715 with any other questions.

Sincerely,

       /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc:  Joel L. Rubinstein, Esq.
Eric Orsic, Esq.
McDermott Will & Emery LLP
340 Madison Avenue
New York, New York 10173

CORRESP
1
filename1.htm

                                                                                                              Boston
Brussels Chicago Düsseldorf Frankfurt Houston London Los Angeles Miami

Milan Munich New York Orange County Paris Rome Seoul
Silicon Valley Washington, D.C.

Strategic alliance with MWE China Law Offices (Shanghai)

                                                                                Joel
L. Rubinstein

Attorney at Law

jrubinstein@mwe.com

+1 212 547 5336

March 18, 2014

Confidentially via edgar

Jeffrey P. Riedler

Scot Foley

Frank Wyman

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: 1347 Property Insurance Holdings, Inc.

Amendment No. 3 to Registration Statement on Form S-1

Filed March 7, 2014

File No. 333-193314

Dear Mr. Riedler, Mr. Foley and Mr. Wyman:

On behalf of 1347 Property Insurance Holdings,
Inc. (the “Company”), set forth below is the Company’s response to the comment of the staff (the “Staff”)
of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “Commission”)
received by letter, dated March 18, 2014, relating to Amendment No. 3 to the Company’s Registration Statement on Form S-1
filed with the Commission on March 7, 2014.

The Company plans to file via EDGAR Amendment
No. 4 to the Company’s Registration Statement on Form S-1 (“Amendment No. 4”), which reflects the Company’s
responses to the comments received from the Staff and certain updated information.

For ease of review, we have set forth below
the comment from the Staff in bold font and the Company’s response thereto. We have also attached to this letter the relevant
pages of Amendment No. 4 that have been revised to address the Staff’s comment. Capitalized terms used but not defined herein
are used herein as defined in Amendment No. 4.

Dilution, page 34

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

Jeffrey P. Riedler

Scot Foley

Frank Wyman

March 18, 2014

Page 2

Response: The Company has revised its historical
financial statements to give effect to the stock split, which will occur on March 19, 2014, prior to the time Amendment No. 4 is
filed.  As a result, the net tangible book value per share as presented in the Dilution table is consistent with the historical
amounts shown on the Company’s consolidated balance sheet as of December 31, 2013.  Furthermore, the Company has revised
the disclosure in both the Capitalization table and the Dilution table to clarify that the presentation gives effect to the conversion
of the Preferred Shares and full exercise of the warrants held by FMG and includes the issuance of the shares of common stock to
Mr. Raucy upon exercise of the stock option granted to him and the concurrent one-for-one matching of shares of common stock.

* * *

Please contact me at 212-547-5336 if we can provide any information
or clarification in connection with the Amended Registration Statement upon its filing or this letter.

Sincerely,

/s/ Joel L. Rubinstein

Joel L. Rubinstein

 cc: Douglas N. Raucy, President and Chief Executive Officer

CORRESP
1
filename1.htm

        Boston Brussels Chicago Düsseldorf Frankfurt
        Houston London Los Angeles Miami

        Milan Munich New York Orange County Paris Rome Seoul
        Silicon Valley Washington, D.C.

        Strategic alliance with MWE China Law Offices (Shanghai)

        Joel L. Rubinstein

        Attorney at Law

        jrubinstein@mwe.com

        +1 212 547 5336

March 7, 2014

Confidentially via edgar and hand
delivery

Jeffrey P. Riedler

Scot Foley

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: 1347 Property Insurance Holdings, Inc.

  Registration Statement on Form S-1

  Filed February 25, 2014

  File No. 333-193314

Dear Mr. Riedler and Mr. Foley:

On behalf of 1347 Property Insurance Holdings,
Inc. (the “Company” or “1347”), set forth below are the Company’s responses to the comments of the
staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
received by letter, dated March 5, 2014, relating to Amendment 2 to the Company’s Registration Statement on Form S-1 filed
with the Commission on February 25, 2014 (the “Prior Registration Statement”).

The Company is concurrently filing via
EDGAR Amendment No. 3 to the Company’s Registration Statement on Form S-1 (the “Amended Registration Statement”),
which reflects the Company’s responses to the comments received by the Staff and certain updated information. For your convenience,
the Company is also delivering by hand a hard copy of this letter together with courtesy copies of the Amended Registration Statement
marked to show changes from the Prior Registration Statement.

For ease of review, we have set forth below
each of the numbered comments of your letter in bold font and the Company’s responses thereto. Capitalized terms used but
not defined herein are used herein as defined in the Amended Registration Statement.

U.S. practice conducted through
McDermott Will & Emery LLP.

340 Madison Avenue New York
New York 10173-1922 Telephone: +1 212 547 5300 Facsimile: +1 212 547 5444 www.mwe.com

Jeffrey P. Riedler

Scot Foley

March 7, 2014

Page 2

General

 1. Please explain to us when you expect the 1,000: 1 stock split to be completed and how you plan
to address inconsistencies between shares and per share amounts presented in your Capitalization and Dilution disclosure and the
corresponding amounts presented in your historical financial statements.

Response: The stock split
will be structured as a stock dividend which will be authorized by resolution of the Company’s board of directors prior to
consummation of the Offering and will be effective upon the filing of the Third Amended and Restated Certificate of Incorporation
of the Company with the Secretary of State of the State of Delaware prior to the consummation of the Offering. We have revised
the disclosure in the Amended Registration Statement to clarify the timing for such stock split.

The Company has consistently
assumed the occurrence of the impending stock split on a pro forma basis in the Capitalization and Dilution sections, but the impact
of the impending stock split is only observed on a per share basis. The Company submits that not to account for the impending stock
split on a pro forma basis would be misleading to investors as it would result in a pro forma net tangible book value per share
of $7,882 per share. The Company has added disclosure in each of the Capitalization and Dilution sections to further clarify the
impact of the impending stock split.

The impending stock split is
not reflected in the financial statements because it has not yet occurred. Once this Offering and the stock split have been completed,
the Company will reflect the stock split in its financials on a historical basis for comparative purposes.

Capitalization, page 33

 2. Please revise your disclosure to present a pro forma column which includes the items you identified
in (i) and (ii) in the headnote to your tabular disclosure and then a pro forma as adjusted column which would include the above
items and the issuance of shares in this offering.

Response: The Company has added the tabular
disclosure as requested.

Jeffrey P. Riedler

Scot Foley

March 7, 2014

Page 3

Dilution, page 34

 3. You have not disclosed a net tangible book value per share before the planned offering that
is consistent with historical amounts shown in your consolidated balance sheet at December 31, 2013. Please explain to us your
basis for concluding that this presentation of dilution per share to new investors conforms to guidance in Item 506 of Regulation
S-K.

Response: As discussed
in response to comment 1 herein, the Company accounted for the impact of the impending stock split on a pro forma basis in the
dilution table because to do otherwise would be misleading to investors as it would result in a pro forma net tangible book value
per share of $7,882 per share. Without some adjustment (which we have accounted for through the stock split as described), investors
would not be provided accurate, useable information regarding the difference between the net tangible book value before and after
the Offering, the increase per share attributable to new investors or the dilution per share to new investors. The Company has
added disclosure in each of the Capitalization and Dilution sections to further clarify the impact of the impending stock split.

The Company respectfully submits
that Section 8330 of the Financial Reporting Manual of the Division of Corporate Finance permits dual calculation of tangible book
value with appropriate disclosure and further Section 8320 of the Financial Reporting Manual of the Division of Corporate Finance
sets forth that there are no rules or authoritative guidelines that define tangible book value. In light of this guidance, the
Company has set forth and identified the pro forma tangible book value per share on a dual basis, with and without taking the stock
split into account, in the Amended Registration Statement.

Notes to Consolidated Financial Statements

1. Description of the Company and
Summary of Significant Accounting Policies

Significant Accounting Policies,
page F-9

Jeffrey P. Riedler

Scot Foley

March 7, 2014

Page 4

 4. Please explain why you omitted the disclosure, “Recently Issued Accounting Standards.”

Response: The Company
and its accountants had considered the Recently Issued Accounting Standards that were previously disclosed and determined that
they may not be applicable to the Company as of December 31, 2013. However, the Company has reconsidered and re-inserted into the
Amended Registration Statement the Recently Issued Accounting Standards that were included in versions of the registration statement
before the Prior Registration Statement, as such Recently Issued Accounting Standards may be applicable to the Company on a going
forward basis.

* * *

Please contact me at 212-547-5336 if we can provide any information
or clarification in connection with the Amended Registration Statement or this letter.

    Sincerely,

    /s/ Joel L. Rubinstein

    Joel L. Rubinstein

 cc: Douglas N. Raucy, President and Chief Executive Officer

March 5 , 2014

Via E -mail
Douglas N. Raucy
President and Chief Executive Officer
1347 Property Insurance Holdings, Inc.
9100 Bluebonnet Centre Blvd., Suite 502
Baton Rouge, LA 70809

Re: 1347 Property Insurance Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed February 25 , 2014
  File No. 333 -193314

Dear Mr. Raucy :

We have reviewed your amended registration statement  and have the following additional
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 registration statement again and providing
the re quested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an other  amendment is appropriate, please tell us why in your
response.

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

General

1. Please explain to us when you expect the 1,000: 1 stock split to be completed and how
you plan to address i nconsistencies between shares and per share amounts presented in
your Capitalization and Dilution disclosure and the corresponding amounts presented in
your historical financial statements.

Capitalization, page 33

2. Please revise your disclosure to presen t a pro forma column which includes the items you
identified in (i) and ii) in the headnote to your tabular disclosure and then a pro forma as
adjusted column which would include the above items and the issuance of shares in this
offering.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
March 5 , 2014
Page 2

 Dilution, page  34

3. You have not disclosed a net tangible book value per share before the planned offering
that is consistent with historical amounts shown in your consolidated balance sheet at
December 31, 2013. Please explain to us your basis for concluding that this p resentation
of dilution per share to new investors conforms to guidance in Item 506 of Regulation
S-K.

Notes to Consolidated Financial Statements
1. Description of the Company and Summary of Significant Accounting Policies
Significant Accounting Policies , page F -9

4. Please explain why you omitted the disclosure, “Recently Issued Accounting Standards.”

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disc losures they have made.

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

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

 the 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 staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date  of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offe ring of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
March 5 , 2014
Page 3

 You may contact Frank Wyman at (202) 551 -3660 or Joe l Parker at (202) 551 -3651 if
you have questions regarding comments on the financial statements and related matters. Please
contact Scot Foley at (202) 551 -3383 or me at (202) 551 -3715 with any other questions.

Sincerely,

       /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

cc:  Joel L. Rubinstein, Esq.
Eric Orsic, Esq.
McDermott Will & Emery LLP
340 Madison Avenue
New York, New York 10173

January 27, 2014

Via E -mail
Douglas N. Raucy
President and Chief Executive Officer
1347 Property Insurance Holdings, Inc.
9100 Bluebonnet Centre Blvd., Suite 502
Baton Rouge, LA 70809

Re: 1347 Property Insurance Holdings, Inc.
Registration Statement on Form S -1
Filed January 10, 2014
  File No. 333 -193314

Dear Mr. Raucy :

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

Please respond to this letter by amending your registration statement and providing the
requested information .  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 registration statement and the information you
provide in response to these  comments, we may  have  additional comments.

Prospectus Summary
Our Market, page 3

1. We note your response to prior comment 13.  Please state here that the only insurance
you are providing through Citizens’ take -out programs is wind and hail and that these
policyholders c ould not obtain such insurance in the state of Louisiana except through
Citizens.

Investment Prior to the Offering, page 5

2. Here, and in all other sections of your registration statement where you discuss this
investment, please remove all references to Fund Management Group LLC as an
“unaffiliated” entity.  In light of the relationship between Fund Management Group LLC
and the  Chairman of your Board of Directors , such a reference is not appropriate.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 27, 2014
Page 2

 Risk Factors
Risks Relating to Our Company
“A majority of our in -force policies were acquired through the Citizens ’ take-out program  . . .,”
page 8

3. In view of your response to our prior comment 13, please expand your risk factor to
clarify that the policies you assume from Citizens are single peril policies covering losses
from wind and hail and that policyholders would  not have been able to acquire such
coverage through the private market. Please discuss the extent to which the large
concentration of business in wind and hail coverage that private insurance companies
have declined to insure may expose you to greater ris k from catastrophic events. Also, it
is not clear how you can employ restrictive underwriting strategies in the second year if
these policies only relate to one peril. Please explain how you conduct such a restrictive
underwriting strategy or delete the re ference to second -year restrictive underwriting
strategies.  Please also revise the risk factor heading to explain the risks related to the
single -peril policies you assume from Citizens and expand  or revise the bullet lists on
pages 5 and 49 accordingly.

“Maison Insurance is subject to an independent third party rating agency . . .,” page 13

4. We note your response to prior comment 19.  In this risk factor, you refer to “additional”
criteria that you must sa tisfy in order to maintain your credit rating. Please describe th e
additional rating criteria here.

Capitalization, page 29

5. Please refer to prior comment 25.  Please explain to us why the amounts of common
stock and additional paid -in-capital, as disclosed in this table, differ from the
corresponding amounts disclosed in your consolidated balance sheet and consolidated
statement of changes in shareholders’ equity.

Business
Third -Party Reinsurers, page 45

6. We note your response to prio r comment 31.  Your disclosure suggests that your second
reinsurance layer provides for up to an additional $13 million in total coverage for a ll
events  during the reinsurance period .  Explicitly state whether the $13 million second
layer applies  in total for all events  occurring during the reinsurance period  or repeatedly
to each event  occurring during the reinsuran ce period .

7. Please further revise the last sentence of this section to clarify , if true, that your
maximum liability during the reinsurance period of $3 million  assumes only two events
occur during the reinsurance period  and that reinsurance limits are not exhausted in a
single event .

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 27, 2014
Page 3

 Certain Relationships and Related Party Transactions
Investment by Management, p age 58

8. Please amend your registration statement to describe Prepared Holdings LLC.  Your new
disclosure should include, but not necessarily be limited to, the type of business, the
length of its existence, the location of its operations, a description of its management and
the nature and amount of revenue and income it has generated as well as the amount of
the assets and liabilities reflected in its financial statements .

Notes to Consolidated Financial Statements
Note 9  Statutory Information, page F -17

9. Please refer to prior comment 38. You state that as of December  31, 2012, surplus as
regards policyholders reported by MIC exceeded the 200% threshold.  Please disclose the
amount by which you exceeded the 200% threshold.

Exhibit Index, page II -5

10. Please file the Certificate of Designations of the Preferred Stock to be issued to Fund
Management Group LLC and the Offer Letter addressed to your president and Chief
Executive Officer , Douglas Raucy , with your next amendment . In the event that you are
not in a position  to file one or both of these documents at that time, please include
placeholders for them in this Exhibit Index.

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the  disclosures they have made.

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

 should the Commission o r 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 staff comments and the declaration of effectiveness as a
defense in  any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 27, 2014
Page 4

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective  date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act 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.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Frank Wyman at (202) 551 -3660 o r Joel Parker at (202) 551 -3651 if
you have questions regarding comments on the financial statements and related matters. Please
contact Scot Foley at (202) 551 -3383 or me at (202) 551 -3715 with any other questions.

Sincerely,

       /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc:  Joel L. Rubinstein, Esq.
Eric Orsic, Esq.
McDermott Will & Emery LLP
340 Madison Avenue
New York, New York 10173

CORRESP
1
filename1.htm

    Boston Brussels
        Chicago Düsseldorf Frankfurt Houston London Los Angeles Miami

        Milan Munich New
        York Orange County Paris Rome Seoul Silicon Valley Washington, D.C.

        Strategic alliance
        with MWE China Law Offices (Shanghai)

    Joel L. Rubinstein

        Attorney at Law

        jrubinstein@mwe.com

        +1 212 547 5336

January 29, 2014

Confidentially via edgar and hand
delivery

Jeffrey P. Riedler

Scot Foley

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    1347 Property Insurance Holdings, Inc.

    Registration Statement on Form S-1

    Filed January 10, 2014

    File No. 333-193314

Dear Mr. Riedler and Mr. Foley:

On behalf of 1347 Property Insurance Holdings,
Inc. (the “Company” or “1347”), set forth below are the Company’s responses to the comments of the
staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
received by letter, dated January 27, 2014, relating to the Company’s Registration Statement on Form S-1 filed with the Commission
on January 10, 2014 (the “Registration Statement”).

The Company is concurrently filing via
EDGAR Amendment No. 1 to the Company’s Registration Statement on Form S-1 (the “Amended Registration Statement”),
which reflects the Company’s responses to the comments received by the Staff and certain updated information. For your convenience,
the Company is also delivering by hand a hard copy of this letter together with courtesy copies of the Amended Registration Statement
marked to show changes from the Registration Statement.

For ease of review, we have set forth below
each of the numbered comments of your letter in bold font and the Company’s responses thereto. Capitalized terms used but
not defined herein are used herein as defined in the Amended Registration Statement.

U.S. practice conducted through
McDermott Will & Emery LLP.

340 Madison Avenue New York New
York 10173-1922 Telephone: +1 212 547 5300 Facsimile: +1 212 547 5444 www.mwe.com

Jeffrey P. Riedler

January 29, 2014

Page 2

Prospectus Summary

Our Market, page 3

 1. We note your response to prior comment 13. Please state here that the only insurance you are
providing through Citizens’ take-out programs is wind and hail and that these policyholders could not obtain such insurance
in the state of Louisiana except through Citizens.

Response: The Company
has revised the disclosure in the Amended Registration Statement to state that the only insurance it is providing through Citizens’
take-out programs is wind and hail and that these policyholders could not obtain such insurance in the state of Louisiana except
through Citizens.

Investment Prior to the Offering,
page 5

 2. Here, and in all other sections of your registration statement where you discuss this investment,
please remove all references to Fund Management Group LLC as an “unaffiliated” entity. In light of the relationship
between Fund Management Group LLC and the Chairman of your Board of Directors, such a reference is not appropriate.

Response: The Company has removed the reference
to “unaffiliated” as requested by the Staff.

Risk Factors

Risks Relating to Our Company

“A majority of our in-force
policies were acquired through the Citizens’ take-out program . . .,” page 8

 3. In view of your response to our prior comment 13, please expand your risk factor to clarify
that the policies you assume from Citizens are single peril policies covering losses from wind and hail and that policyholders
would not have been able to acquire such coverage through the private market. Please discuss the extent to which the large concentration
of business in wind and hail coverage that private insurance companies have declined to insure may expose you to greater risk from
catastrophic events. Also, it is not clear how you can employ restrictive underwriting strategies in the second year if these policies
only relate to one peril. Please explain how you conduct such a restrictive underwriting strategy or delete the reference to second-year
restrictive underwriting strategies. Please also revise the risk factor heading to explain the risks related to the single-peril
policies you assume from Citizens and expand or revise the bullet lists on pages 5 and 49 accordingly.

Jeffrey P. Riedler

January 29, 2014

Page 3

Response: The Company
has expanded and revised the risk factor as requested by the Staff and revised the bullet lists on pages 6 and 53 accordingly.

“Maison Insurance is subject
to an independent third party rating agency . . .,” page 13

 4. We note your response to prior comment 19. In this risk factor, you refer to “additional”
criteria that you must satisfy in order to maintain your credit rating. Please describe the additional rating criteria here.

Response: The Company
has added disclosure to the Amended Registration Statement describing the additional rating criteria.

Capitalization, page 29

 5. Please refer to prior comment 25. Please explain to us why the amounts of common stock and additional
paid-in-capital, as disclosed in this table, differ from the corresponding amounts disclosed in your consolidated balance sheet
and consolidated statement of changes in shareholders’ equity.

Response: The Company
has revised the Capitalization section to be consistent with the amounts disclosed in the financial statements.

Business

Third-Party Reinsurers, page 45

 6. We note your response to prior comment 31. Your disclosure suggests that your second reinsurance
layer provides for up to an additional $13 million in total coverage for all events during the reinsurance period. Explicitly state
whether the $13 million second layer applies in total for all events occurring during the reinsurance period or repeatedly to each
event occurring during the reinsurance period.

Jeffrey P. Riedler

January 29, 2014

Page 4

Response: The Company
has clarified the disclosure as requested by the Staff.

 7. Please further revise the last sentence of this section to clarify, if true, that your maximum
liability during the reinsurance period of $3 million assumes only two events occur during the reinsurance period and that reinsurance
limits are not exhausted in a single event.

Response: The Company
has revised the disclosure as requested by the Staff.

Certain Relationships and Related
Party Transactions

Investment by Management, page 58

 8. Please amend your registration statement to describe Prepared Holdings LLC. Your new disclosure
should include, but not necessarily be limited to, the type of business, the length of its existence, the location of its operations,
a description of its management and the nature and amount of revenue and income it has generated as well as the amount of the assets
and liabilities reflected in its financial statements.

Response: The Company
has amended the Registration Statement so that it discloses the business of Prepared Holdings, the length of existence and the location of its operations. The Company respectfully submits, however, that the financial information described in the Staff's comment and the identity of management of Prepared Holdings is not material to the Company or the prospective investors in the Offering, because the units purchased by the Company amount to less than 3% of the total outstanding units of Prepared Holdings and the price being paid will be less than $350,000. Moreover, as a privately held company, Prepared Holdings does not publicly release the financial information described in the Staff's comment.

Notes to Consolidated Financial Statements

Note 9 Statutory Information, page
F-17

 9. Please refer to prior comment 38. You state that as of December 31, 2012, surplus as regards
policyholders reported by MIC exceeded the 200% threshold. Please disclose the amount by which you exceeded the 200% threshold.

Response: The Company
has revised its disclosure to clarify how much the threshold was exceeded.

Exhibit Index, page II-5

Jeffrey P. Riedler

January 29, 2014

Page 5

 10. Please file the Certificate of Designations of the Preferred Stock to be issued to Fund Management
Group LLC and the Offer Letter addressed to your president and Chief Executive Officer, Douglas Raucy, with your next amendment.
In the event that you are not in a position to file one or both of these documents at that time, please include placeholders for
them in this Exhibit Index.

Response: The Company
has filed the Certificate of Designations and the Offer Letter to Douglas Raucy with the Amended Registration Statement.

* * *

Sincerely,

/s/ Joel L. Rubinstein

Joel L. Rubinstein

 cc: Douglas N. Raucy, President and Chief Executive Officer

CORRESP
1
filename1.htm

		Correspondence 1-10

January 10, 2014

CONFIDENTIALLY VIA EDGAR AND HAND DELIVERY

Jeffrey P. Riedler

Scot Foley

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

 1347 Property Insurance Holdings, Inc.

Confidential Draft Registration Statement on Form S-1

Submitted December 6, 2013

CIK No. 0001591890

Dear Mr. Riedler and Mr. Foley:

On behalf of 1347 Property Insurance Holdings, Inc. (the “Company” or “1347”), set forth below are the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) received by letter, dated January 3, 2014, relating to the Company’s Draft Registration Statement on Form S-1 submitted confidentially with the Commission on December 6, 2013 (the “Draft Registration Statement”).

The Company is concurrently filing via EDGAR the Company’s Registration Statement on Form S-1 (the “Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information.  For your convenience, the Company is also delivering by hand a hard copy of this letter together with courtesy copies of the Registration Statement marked to show changes from the Draft Registration Statement.

For ease of review, we have set forth below each of the numbered comments of your letter in bold font and the Company’s responses thereto.  Capitalized terms used but not defined herein are used herein as defined in the Registration Statement.

General

1.

 We note that you have yet to submit any of your exhibits. Please be advised that we may have further comments upon examination of these exhibits once they have been submitted by amendment.

Response:   The Company has included certain exhibits with the Registration Statement and understands that the Staff may have further comments upon examination of these and future exhibits once they have been filed.

2.

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

Response:   The Company has included all graphic, visual or photographic information in the Registration Statement, and acknowledges that the Staff may have comments regarding this material.

3.

 Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications. Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.

Response:   The Company notes the Staff’s comment and in response states that (i) no written materials have been provided by the Company or on its behalf in reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Securities Act”), to potential qualified institutional buyers or institutional accredited investors and (ii) no research reports about the Company have been published or distributed in reliance on Section 2(a)(3) of the Securities Act by any broker or dealer that is participating or will participate in the Company’s offering.

Table of Contents

4.

 Please remove the statement “(w)e have not independently verified any third-party information, and our internal data have not been verified by any independent source.” It is not appropriate to either directly or indirectly disclaim liability for any of the information included in your registration statement.

Response:   The Company has removed the statement from the Registration Statement.

Our Corporate Structure, page 2

5.

 Please expand the diagrams here and on page 37 to include the entities that currently hold your equity securities both directly and indirectly.

Response:   The Company has expanded the diagrams on pages 2 and 38 to include all of the entities that currently hold the Company’s equity securities both directly and indirectly.

Prospectus Summary

Our Market, page 3

6.

 In this discussion please state explicitly that it has been your practice to date to participate in the “take-out” program administered by Citizens and that you have assumed approximately 6,800 policies through this program.

Response:   The Company has revised the disclosure in the Registration Statement to state explicitly that it has been the Company’s practice to date to participate in the “take-out” program administered by Citizens and that the Company has approximately 6,000 policies in-force obtained through this program.

7.

 Of the approximate 5,600 insurance policies you held as of September 30, please indicate here and wherever appropriate in your Business section, the percentage assumed through Citizens and the percentage originated through your independent agents.

Response:   The Company has revised and updated its disclosure throughout the Registration Statement to indicate that approximately 52% and 48% of the approximately 11,500 insurance policies held by the Company as of December 31, 2013 were assumed through Citizens and originated through the Company’s independent agents, respectively.

Additional Considerations, page 5

8.

 Please change the title of this sub-heading to “Risks Associated with Our Business” and make the same change regarding the corresponding disclosure on page 47.

Response:  The Company has changed the title of the sub-headings as requested by the Staff.

Investment Prior to the Offering, page 5

9.

 Please expand this section, similar disclosure on pages 47 and 56 and wherever else in the prospectus you describe this investment, to disclose the approximate percentage of ownership of your common shares that Fund Management Group LLC would hold if all the preferred shares were converted and all warrants exercised immediately after completion of your public offering.

Response: The Company has expanded its disclosure throughout the Registration Statement to provide for the disclosure of the approximate percentage of ownership of the Company’s common shares that Fund Management Group LLC would hold if all the Preferred Shares were converted and all warrants underlying such Preferred Shares  were exercised immediately after completion of the Company’s initial public offering once such amount is calculable.

10.

 Please expand this section, similar disclosure on page 47 and 56 and wherever else in the prospectus you describe this investment, to disclose the title of the preferred shares to be issued. Also, file the Certificate of Designations of the preferred stock you will issue to Fund Management Group LLC and the agreement related to the issuance of the preferred stock as exhibits to the registration statement.

Response:  The Company has disclosed that the title of the preferred shares to be issued is “Series A Convertible Preferred Shares” and the Company will file the Certificate of Designation of the Series A Convertible Preferred Shares and the Series A Convertible Preferred Shares Purchase Agreement, which is the agreement related to the issuance of the Series A Convertible Preferred Shares, as exhibits to an amendment to the Registration Statement.

11.

 Please expand this section, similar disclosure on page 47 and 56 and wherever else in the prospectus you describe this investment, to disclose that the purpose of this investment is to settle inter-company payables to your immediate parent, Kingsway America, Inc., and that a failure to complete this investment will require you to use funds from your public offering to settle these payables. Also disclose how the inter-company payable arose. Indicate the nature and amount of services provided, if any, to the registrant by Kingsway America, Inc. or KFSI. Disclose the relationship and any affiliation between Fund Management Group LLC and KFSI.

Response:    The Company has made the requested disclosure throughout the Registration Statement.

Corporate Information and Relationship with Kingsway Financial Services Inc., page 5

12.

 Please provide a separate caption for the last paragraph on page 6.

Response: The Company has provided the caption “Emerging Growth Company” for the last paragraph on page 6 of the Registration Statement as requested.

Risk Factors

Risks Relating to Our Company

13.

 Please include a risk factor that addresses the risks resulting from the fact that most of your policyholders were acquired through the assumption of Citizens policies and that these policyholders would not ordinarily have been able to obtain insurance through a private company. Furthermore, explain the extent to which restrictive underwriting strategies and other methods of managing risks are eliminated by accepting this business. Include this risk as a bullet in the list of risks on pages 5 and 47.

Response:  The Company has added a risk factor addressing the risks resulting from the fact that most policyholders were acquired through assumption of Citizens policies.  The Company has made the requested disclosure regarding the extent to which its restrictive underwriting strategies are eliminated by accepting this business.

The Company respectfully submits that all of the policyholders obtained by the Company through the Citizen’s take-outs have insurance through a private insurance company via full-peril protection policies, except for the wind/hail only portion which is obtained by the Company through Citizens, and such policyholders are in the ordinary course able to obtain insurance except for wind/hail only coverage.  It is accurate that homeowner’s who have full-peril protection policies through Citizens would not ordinarily have been able to obtain insurance through a private company, but the Company does not obtain such full-peril protection policies from Citizens.

14.

 Please provide a separate risk factor addressing the risk posed by the lack of geographic diversification and concentration of policyholders in Louisiana. Include this risk as a bullet in the list of risks on pages 5 and 47.

Response:  The Company has added a risk factor addressing the risk posed by the lack of geographic diversification and concentration of policyholders in Louisiana.

“Increased competition could adversely impact our results and growth,” page 9

15.

 Please include the names of those insurers who you currently believe to be your principal competitors.

Response:  The Company has included the names of those insurers who the Company considers to be its principal competitors, including ASI Lloyds, Lighthouse Property Insurance Corporation, Imperial F&C Insurance Company, Americas Insurance Company, Access Home Insurance Company, and Centauri Specialty Insurance Company.

“If our actual losses from insureds exceed our loss reserves, our financial results would be adversely affected,” page 9

16.

 Please include the amount of loss reserves recorded in the first nine months of 2013 and distinguish the amount for claims incurred and reported from claims incurred but not reported.

Response:   The Company has provided the requested information regarding the amount of loss reserves for claims incurred and reported and the amount of loss reserves for claims incurred but not reported.

“We face a risk of non-availability of reinsurance . . .,” page 11

17.

 Please quantify the extent to which you have ceded policies to reinsurance companies. If you have not been able to reinsure your policies to the extent you would like to in order to diversify your risk, make capital available to issue additional policies and grow your business, please provide appropriate disclosure.

Response:   The Company has expanded its disclosure to quantify the extent to which it has ceded policies to reinsurance companies and to indicate that such reinsurance cessions meet the Company’s needs and expectations for its reinsurance program at present.

We face a risk of non-collectability of reinsurance…., page 11

18.

 Please identify the primary reinsurers you do business with and quantify the percentage of your ceded premium attributable to each reinsurer that in total represents at least the majority of ceded premium.

Response:  The Company has expanded its disclosure on the primary reinsurers that the Company does business with as requested by the Staff.

“Maison Insurance is subject to an independent third party rating . . .,” page 13

19.

 Please state in this risk factor both the rating that must currently be maintained by Maison Insurance and the minimum capital and surplus levels required to sustain this rating.

Response:  The Company has expanded the risk factor to state both the rating that must currently be maintained by Maison Insurance and the minimum amount of capital and surplus required to sustain its rating.

Any failure on the part of our third-party policy administration processor…., page 14

20.

 Please identify the policy administration processor and disclose the nature of any affiliation with the registrant.

Response:   The Company has identified the policy administration processor, WaterStreet Company, and clarified that the Company has no affiliation with WaterStreet Company.

“The requirements of being a public company may strain our resources . . .,” page 14

21.

 To the extent practicable, please include in this risk factor the amount of additional annual expenses you estimate you will incur once you are a public company.

Response:  The Company has revised the risk factor to indicate the approximately $1.2 million of additional annual expenses that it estimates it will incur as a result of the requirements of being a public company.

“We may be unable to attract and retain qualified employees,” page 19

22.

 Please include in this risk factor the name(s) and title(s) of those individual(s) whose departure could in your opinion result in a material adverse event.

Response:  The Company has revised its disclosure to indicate that the departure of Doug Raucy, Chief Executive Officer of the Company, could result in a material adverse event in the Company’s opinion.

Special Note Regarding Forward-Looking Statements, page 25

23.

 Please remove the portion of your first sentence that alludes to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. As you are not yet a reporting company you are not entitled to the protections afforded by these provisions and therefore making reference to them is not appropriate.

Response:  The noted language has been removed.

Use of Proceeds, page 27

24.

 Please be more specific in identifying the net proceeds of your offering that you expect to allocate and their uses. In particular, you should state the approximate dollar amounts you intend to spend on the following:

•

 The provision of capital to Maison Insurance;

•

 The formation of your new subsidiary, in the event that you opt to pursue this;

•

 The expansion of your insurance products into new markets; and

•

 General corporate purposes, including working capital.

Response:  The Company has revised the Use of Proceeds section as requested to identify the net proceeds of the Offering that the Company expects to allocate and its uses and to state the approximate dollar amounts for such expected uses.

Capitalization, page 28

25.

 Please tell us why you have included total assets and total liabilities in your capitalization table. In addition please revise the tabular disclosure to sum to a total capitalization amount.

Response:  The Company has updated the capital

January 3, 2014

Via E -mail
Douglas N. Raucy
President and Chief Executive Officer
1347 Property Insurance Holdings, Inc.
9100 Bluebonnet Centre Blvd., Suite 502
Baton Rouge, LA 70809

Re: 1347 Property Insurance Holdings, Inc.
Confidential Draft Registration Statement on Form S -1
Submitted December 6, 2013
CIK No. 0001591890

Dear Mr. Raucy:

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

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

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

General

1. We note that you have yet to submit any of your exhibits. Please be advised that we may
have further comments upon exa mination of these exhibits once they have been submitted
by amendment.

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

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 3, 2014
Page 2

 3. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in r eliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications. Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of th e Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Table of Contents

4. Please  remove the statement “(w)e have not independently ve rified any third -party
information, and our internal data have not been verified by any independent source.”  It
is not appropriate to either directly or indirectly disclaim liability for any of the
information included in your registration statement.

Our Corporate Structure, page 2

5. Please expand the diagram s here and on page 37 to include the entities that currently hold
your equity securities  both directly and indirectly .

Prospectus Summary
Our Market, page 3

6. In this discussion please state explicitly that it has been your practice to date to
participate in the “take -out” program administered by Citizens and that you have assumed
approximately 6,800 policies through this p rogram.

7. Of the approximate 5,600 insurance policies you held as of September 30, please indicate
here and wherever appropriate in your Business section , the percentage assumed through
Citizens and the percentage originated through your independent agents.

Additional Considerations, page 5

8. Please change the title of this sub -heading to “Risks Associated with Our Business ” and
make the same change  regarding the corresponding  disclosure  on page  47.

Investment Prior to the Offering, page 5

9. Please expand this section, similar  disclosure  on pages 47 and 56 and wherever else in the
prospectus  you describe this investment , to disclose  the approximate percentage of
ownership of your common shares that Fund Management Group LLC would hold if all
the preferr ed shares were converted and all warrants exercised immediately after
completion of your public offering.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 3, 2014
Page 3

 10. Please e xpand this section, similar dis closure on page 47 and 56 and wherever else in the
prospectus you describe this inve stment , to disclose the title of the preferred shares to be
issued . Also, file the Certificate of Designations of the preferred stock you will issue  to
Fund M anagement Group LLC and the agreement related to the issuance of the preferred
stock as exhibits to the registration statement.

11. Please e xpand this section, similar dis closure on page 47 and 56 and wherever else in the
prospectus you describe this inve stment , to disclose that the purpose of this investment is
to settle inter -company payables to your immediate parent, K ingsway America, Inc., and
that a failure to complete this investment will require you to use funds from your public
offering to settle these payables. Also disclose  how the inter -company payable arose.
Indicate the nature a nd amount of services provided, if any, to the registrant by Kingsway
America, Inc. or KFSI. Disclose the relationship  and any affiliation between Fund
Management Group LLC and KFSI.

Corporate Information and Relationship with Kings way Financial Services Inc., page 5

12. Please provide a separate caption for the last paragraph on page 6.

Risk Factors
Risks Relating to Our Company

13. Please include a risk factor that addresses the risks resulting f rom the fact that most of
your policyholders were acquired through the assumption of  Citizens policies  and that
these policyholders would not ordinarily have been able to obtain insurance through a
private company . Furthermore , explain  the extent to which  restrictive underwriting
strategies and other methods of managing risk s are eliminated  by accepting this business.
Include this risk as a bullet in the list  of risks on pages 5 and 47.

14. Please provide a separate risk factor addressing the risk posed by the lack of geographic
diversification and concentration of policyholders in Loui siana. Include this risk as a
bullet in the list  of risks on pages 5 and 47.

“Increased competition could adversely impact our results and growth,” page 9

15. Please include the names of those insurers who you currently believe to be your principal
competitors.

“If our actual losses from insureds exceed our loss reserves, our financial results would be
adversely affected,” page 9

16. Please include the amount of loss reserves recorded in the first nine months of 2013 and
distinguish the amount for claims incurred and reported from claims incurred but not
reported.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 3, 2014
Page 4

 “We face a risk of non -availability of reinsurance . . .,” page 11

17. Please quantify the extent to which you have ceded policies to reinsurance companies. If
you have not been able to reinsure your policies to the extent you would like to in order
to diversify your risk , make capital available to issue additional policies and grow your
business , please provide appropriate disclosure.

We face a risk of non -collectability of reinsurance…., page 11

18. Please identify the primary reinsurers you do business with and quantify the percentage
of your ceded pre mium attributable to each reinsurer  that in total represents at least the
majority of ceded premium .

 “Maison Insurance is subject to an independent third party rating . . .,” page 13

19. Please state in this risk factor both the rating that must currentl y be maintained by Maison
Insurance and the minimum capital and surplus levels required to sustain this rating.

Any failure on the part of our third -party policy administration processor…., page 14

20. Please identify the policy administration processor and disclose the natur e of any
affiliation with the registrant.

“The requirements of being a public company may strain our resources . . .,” page 14

21. To the extent practicable, please include in this risk f actor the amount of additional
annual expenses you estimate you will incur once you are a public company.

“We may be unable to attract and retain qualified employees,” page 19

22. Please include in this risk factor the name(s) and title(s) of those individu al(s) whose
departure could in your opinion result in a material adverse event.

Special Note Regarding Forward -Looking Statements, page 25

23. Please remove the portion of your first sentence that alludes to the “safe harbor”
provisions of the Private Secur ities Litigation Reform Act of 1995.  As you are not yet a
reporting company you are not entitled to the protections afforded by  these provisions
and therefore making reference to them is not appropriate.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 3, 2014
Page 5

 Use of Proceeds, page 27

24. Please be more specific in identifying the net proceeds of your offering that you expect to
allocate and their uses. In particular, you should state the approximate dollar amounts you
intend to spend on the following:

 The provision of capital to Maison Insurance;
 The f ormation of your new subsidiary, in the event that you opt to pursue this;
 The expansion of your insurance products into new markets; and
 General corporate purposes, including working capital.

Capitalization, page 28

25. Please tell us why you have included total assets and total liabilities in your capitalization
table.  In addition please revise the tabular disclosure to sum to a total capitalization
amount.

Critical Accounting Policies and Estimates , page 30

26. Similar to your risk factor disclosure on page 13, please disclose that as a result of your
election under  section 107 of the JOBS Act, your financial statements may not be
comparable to companies that comply with public company effective dates.

Liquidity and Capital Resources , page 33

27. Please disclose the drivers of the changes in your cash flows from operatin g, investing
and financing  activities

Business
Our Products, page 39

28. Please specify the respective percentages of your current outstanding policies that are
comprised of homeowners insurance, manufactured home insurance and dwelling fire
insurance.

29. Please indicate here, if true, that of the approximate 5,600 policies you held as of
September 30 th, 3,000 were assumed through Citizens with the remainder originated
through independent agents.  If this is not the case, please state the correct breakdown of
how you obtained these policies .  Further, you should update your disclosure throughout
your registration statement to account for the additional 3,800 policies assumed through
Citizens in December of 2013.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 3, 2014
Page 6

 Underwriting, page 41

30. We note that one of your strategies is to expand into other geographic zones and
aggregate risks by geographic zones. Please discuss your intended strategy of aggregating
risks by geographi c zones by disclosing which states you plan to expand into, the various
steps you must take in order to make that happen and a reasonable timetable for each
such state expansion. If you have not yet formulated any immediate and concrete
expansion plan, please c larify.

Third -Party Reinsurers, page 42

31. Please remove the reinsurance structure displayed on page 43 and replace it with a
narrative that explains in layman ’s terms how your current reinsurance coverage
functions  with the objective of disclosing the registrant’s effective reinsurance coverage
at this time.

General, page 44

32. Please substitute the caption “Regulation” for the caption “General”.

Securities Authorized for Issuance U nder Equity Compensation P lans, page 55

33. We note the disclosure  in the second paragraph of this section. Please identify the
privately held homeowner s’ insurance compan y and indicate how the a cquisition price to
the company  was determi ned.  File any legal documents related to this transaction as
exhibits  to the registration statement. Consider relocating this disclosure  to the section
entitled  “Certain Relationships and Related Part y Transactions. ”

Principal Stockholders, page 59

34. Please include the preferred shares to be issued to Fund Management Group LLC and
attributable to Gordon Pratt on an as converted basis when calculating the amount and
nature of common shares  beneficially held by Mr. Pratt  and all executive officers and
director s as a group  on an after the offering basis . Als o, if these preferred shares c an also
be attributed to  KFSI, please include them in the calculation of the amount and
percentage of shares held by KFSI  on an after the offering basis . Please refer to Securities
and Exchange Act Rule 13d -3(d).

Preferred Stock, page 61

35. State the title and d escribe the terms of the preferred stock to be issued to Fund
Management  Group LLC prior to the completion of the offering.

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 3, 2014
Page 7

 Report of Independent Registered Public Accounting Firm, page 2

36. Please provide an accountant’s report that indicates the city and State where issued. Refer
to Rule 2 -02 of Regulation S -X.

Notes to Consolidated Financ ial Statements
2. Related Party Transactions , page 11

37. Please revise your disclosure to define each of the services that were provided by your
Parent and disclose the dollar amount of these transactions for each period.  Please refer
to ASC 850 -10-50-1.

Note 9 Statutory Information, page 17

38. Please disclose  the following  information.
 The amount of statutory capital and surplus necessary to satisfy regulatory
requirements. Refer to guidance in ASC 944 -505-50-1b.
 The amount of restricted net assets for unco nsolidated subsidiaries and consolidated
subsidiaries as of the end of the most recently completed fiscal year. Refer to Rule 4 -
08(e)  (3) (ii) of Regulation S -X.

Exhibits

39. Pleas e include the form of indemnification agreements to be entered into with directors
and any employment and severance agreements entered into or to be entered into with the
registrant ’s named executive officers. Describe the terms of all such employment and
severance agre ements in the management  section of the prospectus .

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

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

Douglas N. Raucy
1347 Property Insurance Holdings, Inc.
January 3, 2014
Page 8

 You may contact Frank Wyman at (202) 551 -3660  or Joel Parker at (202) 551 -3651  if
you have questions regarding comments on the financial statements and related matte rs.  Please
contact Scot Foley at (202) 551 -3383 or me at (202) 551 -3715 with any other questions.

Sincerely,

         /s/ Jeffrey P. Riedler

Jeffrey P. R iedler
Assista nt Direct or

cc: Joel L. Rubinstein, Esq.
Eric Orsic, Esq.
McDermott Will & Emery LLP
340 Madison Avenue
New York,  New York 10173