SecProbe.io

CORRESP
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 filename1.htm

 James River Group Holdings, Ltd.
2 Church Street

 Hamilton HM 11, Bermuda

 August 15, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-7010

 Registration Statement on Form S-3

 of James River Group Holdings, Ltd.

 File No. 333-289634

 Ladies and Gentlemen:

 Pursuant to the provisions of Rule 461 under
the Securities Act of 1933, as amended, James River Group Holdings, Ltd., an exempted company limited by shares incorporated under
the laws of Bermuda, hereby respectfully requests that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 5:00 P.M. (ET) on August 19, 2025, or as soon as practicable thereafter. Once the
Registration Statement has been declared effective, please orally confirm that event with our counsel, Debevoise & Plimpton LLP,
by calling Eric T. Juergens at (212) 909-6301.

 [ Remainder of the page intentionally left
blank ]

 Very truly yours,

 James River Group Holdings, Ltd.

 By:
 /s/ Jeanette Miller

 Name:
 Jeanette Miller

 Title:
 Senior Vice President and Chief
 Legal Officer

CORRESP
 1
 filename1.htm

 James River Group Holdings, Ltd.
2 Church Street

 Hamilton HM 11, Bermuda

 August 15, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-7010

 Registration Statement on Form S-4

 of James River Group Holdings, Ltd.

 File No. 333-289276

 Ladies and Gentlemen:

 Pursuant to the provisions
of Rule 461 under the Securities Act of 1933, as amended, James River Group Holdings, Ltd., an exempted company limited by shares
incorporated under the laws of Bermuda, hereby respectfully requests that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 5 :00 P.M. (ET) on August 19, 2025, or as soon as practicable
thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Debevoise &
Plimpton LLP, by calling Eric T. Juergens at (212) 909-6301.

 [ Remainder of the page intentionally left
blank ]

 Very truly yours,

 James River Group Holdings, Ltd.

 By:
 /s/ Jeanette Miller

 Name:
 Jeanette Miller

 Title:
 Senior Vice President and

 Chief Legal Officer

 [ Signature
Page to Acceleration Request ]

CORRESP
 1
 filename1.htm

 James River Group Holdings, Ltd.
2 Church Street

 Hamilton HM 11, Bermuda

 August 15, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-7010

 Registration Statement on Form S-4

 of James River Group Holdings, Ltd.

 File No. 333-28976

 Ladies and Gentlemen:

 Pursuant to the provisions
of Rule 461 under the Securities Act of 1933, as amended, James River Group Holdings, Ltd., an exempted company limited by shares
incorporated under the laws of Bermuda, hereby respectfully requests that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 5 :00 P.M. (ET) on August 19, 2025, or as soon as practicable
thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Debevoise &
Plimpton LLP, by calling Eric T. Juergens at (212) 909-6301.

 [ Remainder of the page intentionally left
blank ]

 Very truly yours,

 James River Group Holdings, Ltd.

 By:
 /s/ Jeanette Miller

 Name:
 Jeanette Miller

 Title:
 Senior Vice President and

 Chief Legal Officer

 [ Signature
Page to Acceleration Request ]

CORRESP
 1
 filename1.htm

 James River Group Holdings, Ltd.
2 Church Street

 Hamilton HM 11, Bermuda

 August 15, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-7010

 Registration Statement on Form S-3

 of James River Group Holdings, Ltd.

 File No. 333-

 Ladies and Gentlemen:

 Pursuant to the provisions of Rule 461 under
the Securities Act of 1933, as amended, James River Group Holdings, Ltd., an exempted company limited by shares incorporated under
the laws of Bermuda, hereby respectfully requests that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 5:00 P.M. (ET) on August 19, 2025, or as soon as practicable thereafter. Once the
Registration Statement has been declared effective, please orally confirm that event with our counsel, Debevoise & Plimpton LLP,
by calling Eric T. Juergens at (212) 909-6301.

 [ Remainder of the page intentionally left
blank ]

 Very truly yours,

 James River Group Holdings, Ltd.

 By:
 /s/ Jeanette Miller

 Name:
 Jeanette Miller

 Title:
 Senior Vice President and Chief
 Legal Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 13, 2025

Frank N. D'Orazio
Chief Executive Officer
James River Group Holdings, Ltd.
Clarendon House
2 Church Street
Hamilton, HM 11, Bermuda

 Re: James River Group Holdings, Ltd.
 Registration Statement on Form S-4
 Filed August 5, 2025
 File No. 333-289276
Dear Frank N. D'Orazio:

 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 Eric Envall at 202-551-3234 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Eric Juergens
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 13, 2025

Frank N. D'Orazio
Chief Executive Officer
James River Group Holdings, Ltd.
1414 Raleigh Road, Suite 405
Chapel Hill, NC 27517

 Re: James River Group Holdings, Ltd.
 Draft Registration Statementn on Form S-3
 Submitted August 5, 2025
 CIK No. 0001620459
Dear Frank N. D'Orazio:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and
time. 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 Eric Envall at 202-551-3234 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Eric T. Juergens
</TEXT>
</DOCUMENT>

CORRESP
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December 9, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

    Re:  James River Group Holdings, Ltd.—Request for Acceleration

	Registration Statement on Form S-1
(File No. 333-199958)

Ladies and Gentlemen:

Pursuant to the provisions
of Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned, as Representatives of
the several Underwriters (the “Representatives”), hereby join in the request of James River Group Holdings,
Ltd. (the “Company”) that the effective date of the above-referenced Registration Statement, as then amended,
be accelerated so as to permit it to become effective under the Act at 3:45 p.m., Eastern time, on Thursday, December 11, 2014
or as soon thereafter as is practicable.

In connection with this
acceleration request and pursuant to the provisions of Rule 460 under the Act, please be advised that we have distributed approximately
2,755 copies of the Company’s Preliminary Prospectus, dated December 2, 2014 through the date hereof, to underwriters, dealers,
institutions and others.

The Representatives confirm
on behalf of themselves and the several underwriters that they have complied with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.

[Signature Page
Follows]

 Very truly yours,

  KEEFE, BRUYETTE & WOODS, INC.

UBS SECURITIES LLC

FBR CAPITAL MARKETS & CO.

as Representatives of the several Underwriters

  KEEFE, BRUYETTE & WOODS, INC.

  By:  /s/  Seth A. Bair

    Name: Seth A. Bair

Title: Managing Director

  UBS SECURITIES LLC

  By:   /s/ John T. Deignan

    Name: John T. Deignan

Title: Managing Director

 By:  /s/ Tushar Virmani

   Name: Tushar Virmani

Title: Director

  FBR CAPITAL MARKETS & CO.

  By:  /s/ Paul Dellisola

    Name: Paul Dellisola

 Title: Senior Managing Director

    [Signature
                                         Page to Underwriter Acceleration Request – James River Group Holdings, Ltd.. (File
                                         No. 333-199958)]

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James River Group Holdings, Ltd.

32 Victoria Street

Hamilton, Bermuda HM 12

December
9, 2014

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Registration Statement on Form S-1

of James River Group Holdings, Ltd.

File No. 333-199958

Ladies and Gentlemen:

Pursuant to the
provisions of Rule 461 under the Securities Act of 1933, as amended, James River Group Holdings, Ltd. (the “Registrant”),
hereby respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit
it to become effective at 3:45 P.M. (EST) on December 11, 2014, as soon as practicable thereafter or at such later time as the
Registrant or its counsel may orally request via telephone call to the staff of the U.S. Securities and Exchange Commission (the
“Commission”).

The Registrant hereby
acknowledges that:

 (i) 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;

 (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 (iii) the Registrant 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.

[Remainder of the page intentionally left blank]

  Very truly yours,

    James River Group Holdings, Ltd.

  By:  /s/ J. Adam Abram

    Name:

Title:
                                                        J. Adam Abram

Chief Executive Officer and

 Chairman of the Board

[Signature Page to Acceleration Request]

December 2 , 2014

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

Re: James River Group Holdings, Ltd.
Amendment No. 1 to Registration Statement on Form S -1
Filed November 24 , 2014
File No. 333 -199958

Dear Mr. Davis :

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

Please respond to this letter by providing the requested infor mation and amending your
registration statement.  If you do  not believe our comment applies to your facts and
circu mstances or do not believe an  amendment is a ppropriate, please tell us why in your
response.

After revie wing the infor mation you provide  in response to this com ment, we may have
additio nal co mments.

Capitalization, page 46

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

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

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

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

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

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

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

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

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

Sincerely,

/s/ Jeffrey P. Riedler

Jeffrey P. R iedler
Assista nt Direct or

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

CORRESP
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[BRYAN CAVE LETTERHEAD]

Confidential Treatment Requested by James River Group
Holdings, Ltd.

Under 17 C.F.R. § 200.83

November 25, 2014

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE

BEEN OMITTED AND FILED SEPARATELY WITH THE

COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN

REQUESTED FOR THE OMITTED PORTIONS, WHICH
HAVE BEEN

REPLACED WITH THE FOLLOWING PLACEHOLDER “[***]”

VIA EDGAR & hand delivery

    Securities and Exchange Commission

Division of Corporation Finance

Attention: Mr. Jeffrey P. Riedler

100 F Street N.E.

Washington, D.C. 20549

Re:  James River Group
Holdings, Ltd.

  Registration Statement on Form
S-1

  Filed November 7, 2014

  File No.
333-199958

Dear Mr. Riedler:

On behalf of James River Group Holdings, Ltd. (the “Company”),
we supplementally submit this letter to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”).
The Company originally submitted to the Commission a draft of the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”) confidentially on October 3, 2014, and received a comment letter from the Staff on October 30, 2014 with regard
to that confidential draft. The purpose of this letter is to provide supplemental information to the Staff in response to comment
12 contained in the October 30 comment letter, which relates to the Company’s accounting for equity interests including stock
compensation and beneficial conversion features.

The Company’s accounting for equity awards is described
in Note 11 to the Company’s Audited Consolidated Financial Statements, appearing on pages F-55 through F-57 of the Registration
Statement.

        Securities and Exchange Commission

        November 25, 2014

        CONFIDENTIAL TREATMENT

        REQUESTED BY JAMES RIVER GROUP

        HOLDINGS, LTD.

        JRGH - 02

Rule 83 Confidential Treatment Request by James River Group Holdings, Ltd.

James River Group Holdings, Ltd. respectfully requests
that the information contained in the response be treated as confidential information and that the Commission provide timely notice
to Robert Myron, President and Chief Operating Officer, James River Group Holdings, Ltd., 32 Victoria Street, Hamilton, Bermuda
HM 12, (441) 278-4583, e-mail: bob.myron@franklinholdings.bm, before it permits any disclosure of the bracketed information herein.

The Company supplementally advises the Staff that, while
not reflected in the Registration Statement, based on discussions with the Company’s Board of Directors and reflecting the
input from the lead underwriters for its initial public offering, the Company currently anticipates an approximate price range
of $[xxx] to $[xxx] per share for the Company’s common shares (the “Preliminary IPO Price Range”), with a midpoint
of the anticipated range of approximately $[xxx] per share, each of which reflect a 50-1 forward stock split that the Company’s
Board of Directors and shareholders have approved to be effective upon the consummation of the offering, which is disclosed in
the Registration Statement. Our final Preliminary IPO Price Range remains under discussion between us and the lead underwriters
and a bona fide price range will be included in an amendment to the Registration Statement prior to any distribution of the preliminary
prospectus in connection with the Company’s road show.

As described in Note 11 to the Audited Consolidated Financial
Statements, the Company has granted options under the James River Group Holdings, Ltd. Amended and Restated Equity Incentive Plan
(the “Equity Incentive Plan”), which was amended and restated in 2009. While the Equity Incentive Plan permits the
granting of restricted shares, share appreciation rights, options and deferred share units, the only awards that have been made
to date under the Equity Incentive Plan are options. As described in the Registration Statement, the maximum number of shares available
for issuance under the Equity Incentive Plan is 80,630 (equivalent to 4,031,500 after giving effect to the planned stock split).
As of November 15, 2014, options to purchase 43,225 shares (equivalent to 2,161,250 shares after giving effect to the planned stock
split) are outstanding. The Company does not intend to grant any additional awards under the Equity Incentive Plan. The Company
has not issued any other securities with beneficial conversion or exercise features.

All of the options were granted with an exercise price
equal to or greater than the fair market value of the shares as of the date of the grant. The Company determined the fair market
value using, among other things, an appraisal by an independent third party that used a combination of a market approach and a
discounted cash flow analysis that projects the future cash flows of the Company and discounts those cash flows to the present
value. The appraisals, which were prepared in the fourth quarter of the relevant year, were obtained in connection with the preparation
of the Company’s financial statements to assess the carrying value of its goodwill and other intangible assets. The appraisals
were then reviewed by the Company’s auditors, Ernst & Young LLP, to determine the propriety of the overall fair market
value for the exercise price of the granted options.

Of the total 43,225 options granted (equivalent to 2,161,250
shares after giving effect to the planned stock split), 97.7% (42,225 options, or 2,111,250 options after giving effect to the
planned stock split) were granted in various periods from April 7, 2009 to October 1, 2012. No options have

        Securities and Exchange Commission

        November 25, 2014

        CONFIDENTIAL TREATMENT

        REQUESTED BY JAMES RIVER GROUP

        HOLDINGS, LTD.

        JRGH - 03

been granted under the Equity Incentive Plan since December 11, 2013, at which
time options to purchase 500 shares (the equivalent of 25,000 shares after giving effect to the planned stock split) were granted
to four individuals (who are not named executive officers) at an exercise price of $900.43 (an equivalent of $18.01 after giving
effect to the planned stock split). Prior to that time, options to purchase 500 shares (the equivalent of 25,000 shares after giving
effect to the planned stock split) were granted on March 5, 2013 to an individual who is not a named executive at an exercise price
of $782.49 (an equivalent of $15.65 after giving effect to the planned stock split). The exercise prices for each of these grants
were determined using, among other things, the most recently obtained third party valuation described above.

In addition, the Company requests confidential treatment
under 17 C.F.R. § 200.83 for the contents of this letter and has submitted a separate request for confidential treatment in
accordance therewith to the Commission’s Office of Freedom of Information and Privacy Act Operations.

*           *           *

        Securities and Exchange Commission

        November 25, 2014

        CONFIDENTIAL TREATMENT

        REQUESTED BY JAMES RIVER GROUP

        HOLDINGS, LTD.

        JRGH - 04

Please direct any additional questions or comments to my
attention at (212) 541-2275. My fax number is (212) 541-1357.

    Sincerely,

    /s/ Kenneth L. Henderson

    Kenneth L. Henderson

    cc:
    Securities and Exchange Commission

    Dana Hartz

    Mary Mast

    Austin Stephenson

    cc:
    James River Group Holdings, Ltd.

    J. Adam Abram

    Robert Myron

    Gregg Davis

November 24 , 2014

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

Re: James River Group Holdings, Ltd.
Registration Statement on Form S -1
Filed November 7, 2014
File No. 333 -199958

Dear Mr. Davis :

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

Please respond to this letter by providing the requested infor mation and amending your
registration statement.  If you do  not believe our comment applies to your facts and
circu mstances or do not believe an amendment is a ppropriate, please tell us why in your
response.

After revie wing the infor mation you provide  in response to this com ment, we may have
additio nal co mments.

Prospectus Summary
Our Competitive Strengths, page 4

1. We note your response to our  prior comment 3 and your revised disclosure on pages 4,
117, and 135 citing “examples of non -traditional investments” and their respective
percentage of your total invested assets.  Please confirm that you have provided each of
your investment classes tha t fall into these categories.  Alternately, if you hold other
classes of  non-traditional investments that are material to your portfolio, you shoul d also
disclose those and  their percentage of your total invested assets.

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

Gregg Davis
James River Group Holdings, Ltd.
November 24 , 2014
Page 2

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

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

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

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

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

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

Sincerely,

/s/Jeffrey P. Riedler

Jeffrey P. R iedler
Assista nt Direct or

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

October  30, 2014

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

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

Dear Mr. Davis:

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

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

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

Market and Industry Data, page ii

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

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

 Prospectus Summary, page s 1-4

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

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

Summary Risk Factors, page 11 -12

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

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

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

Assumed Reinsurance Premiums, page 58

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

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

 Business, page 115

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

Executive Compensation, page 145

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

Indemnification Agreements, page 151

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

Principal and Selli ng Shareholders, page 154

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

Please additionally include this disclosure in the prospectus.

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

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

Note 11.  Equity Awards, page F -55

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

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

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

Note 21.  Dividend Restrictions, page F -69

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

Schedule IV, page F -78

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

General

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

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

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

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

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

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

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

Sincerely,

         /s/ Bryan J. Pitko for

Jeffrey P. R iedler
Assista nt Direct or

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