SecProbe.io

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 June 16, 2025

Jay Madhu
Chief Executive Officer
Oxbridge Re Holdings Limited
Suite 201
42 Edward Street
P.O. Box 469
Grand Cayman, KY1-9006
Cayman Islands

 Re: Oxbridge Re Holdings Limited
 Definitive Proxy Statement on Schedule 14A
 Filed May 1, 2023
 File No. 001-36346
Dear Jay Madhu:

 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
 Disclosure Review
Program
</TEXT>
</DOCUMENT>

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 May 15, 2025

Jay Madhu
Chief Executive Officer
Oxbridge RE Holdings Limited
Suite 201
42 Edward Street, George Town
P.O. Box 469
Grand Cayman, Cayman Islands KYI-9006

 Re: Oxbridge RE Holdings Limited
 Registration Statement on Form S-3
 Filed May 12, 2025
 File No. 333-287186
Dear Jay Madhu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: John Wolfel
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 OXBRIDGE
RE HOLDINGS LIMITED

 Suite
201, 42 Edward Street

 Georgetown,
Grand Cayman,

 P.O.
Box 469, KY1-9006

 Cayman
Islands

 May
15, 2025

 VIA
EDGAR

 Mr.
Robert Arzonetti

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Re:
 Oxbridge
 Re Holdings Limited

 Registration
 Statement on Form S-3 (Registration No. 333-287186

 Dear
Mr. Arzonetti:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Oxbridge Re Holdings Limited (the "Registrant"),
hereby requests acceleration of effectiveness of its above-referenced Registration Statement to 5:00 p.m., eastern time, on May 19, 2025,
or as soon as practicable thereafter. The Registrant respectfully requests that you notify John Wolfel of Foley & Lardner LLP of
such effectiveness by a telephone call to (904) 359-8778.

 Very truly yours,

 Oxbridge Re Holdings Limited

 By:

 /s/
 Wrendon Timothy

 Wrendon
 Timothy

 Chief
 Financial Officer

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<TEXT>
 May 5, 2025

Jay Madhu
CEO
Oxbridge Re Holdings Limited
Suite 201
42 Edward Street, George Town
P.O. Box 469
Grand Cayman, Cayman Islands KYI-9006

 Re: Oxbridge Re Holdings Limited
 Registration Statement on Form S-3
 Filed April 25, 2025
 File No. 333-286786
Dear Jay Madhu:

 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: John Wolfel, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 OXBRIDGE
RE HOLDINGS LIMITED

 Suite
201, 42 Edward Street

 Georgetown,
Grand Cayman,

 P.O.
Box 469, KY1-9006

 Cayman
Islands

 May
5, 2025

 VIA
EDGAR

 Ms.
Madeleine Mateo

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Re:
 Oxbridge
 Re Holdings Limited

 Registration
 Statement on Form S-3 (Registration No. 333-286787)

 Dear
Ms. Mateo:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Oxbridge Re Holdings Limited (the "Registrant"),
hereby requests acceleration of effectiveness of its above-referenced Registration Statement to 5:00 p.m., eastern time, on May 7, 2025,
or as soon as practicable thereafter. The Registrant respectfully requests that you notify John Wolfel of Foley & Lardner LLP of
such effectiveness by a telephone call to (904) 359-8778.

 Very
 truly yours,

 Oxbridge
 Re Holdings Limited

 By:

 /s/
 Wrendon Timothy

 Wrendon
 Timothy

 Chief
 Financial Officer

CORRESP
 1
 filename1.htm

 April 1, 2025

 VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Attn: Alyssa Wall and Amanda Ravitz

 Re: Oxbridge Re Holdings Limited
Definitive Proxy Statement on Schedule 14A
Filed May 1, 2023
File No. 001-36346

 Dear Ms. Wall and Ms. Ravitz:

 We are writing in response to the comment letter dated
January 3, 2024 (the "Comment Letter"), from the staff of the Division of Corporation Finance (the "Staff") of
the U.S. Securities and Exchange Commission (the "Commission") with respect to the above-referenced filing of Oxbridge Re
Holdings Limited (the "Company").

 We appreciate the Staff's comments
and have addressed each of the matters raised in Items 1, 2, and 3 of the Comment Letter in our most recent Pay versus Performance disclosures
included in the Company's Definitive Proxy Statement on Schedule 14A filed with the Commission on April 29, 2024, which is publicly
available at: https://www.sec.gov/Archives/edgar/data/1584831/000149315224016960/formdef14a.htm

 Specifically:

 1. Numerical Breakout of Compensation Adjustments: We included all numerical amounts added and deducted
pursuant to Regulation S-K Item 402(v)(2)(iii) in determining the compensation actually paid to our non-PEO named executive officer, in
accordance with Item 402(v)(3).

 2. Clarification of Equity Award Reconciliation Table: The reconciliation table was updated to clearly
distinguish and correctly value equity awards granted in prior years that vested in the relevant year, using the difference between the
fair value at the end of the prior fiscal year and the vesting date, in accordance with Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.
The table headings were also revised for accuracy.

 3. Consistency in Presentation: All graphical presentations of compensation actually paid (CAP) were
revised to present figures consistently, with clarifying labels such as "In Thousands" applied uniformly where appropriate.

 We trust that the revisions in our 2024
Proxy Statement (as well as our recently filed 2025 Proxy Statement) adequately address the Staff's comments. Please feel free
to contact me directly at +1 345 547 3540 or via email at wtimothy@oxbridgere.com with any further questions or comments.

 Sincerely,

 /s/ Wrendon Timothy

 Wrendon Timothy

 Chief Financial Officer & Secretary

 Oxbridge Re Holdings Limited

 Oxbridge
Re Holdings Limited

 Suite
201, 42 Edward Street, Georgetown,Grand Cayman, KY1-9006, Cayman Islands

 Telephone +1 345 749 7570, www.oxbridgere.com

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<TEXT>
 May 5, 2025

Jay Madhu
CEO
Oxbridge Re Holdings Limited
Suite 201
42 Edward Street, George Town
P.O. Box 469
Grand Cayman, Cayman Islands KYI-9006

 Re: Oxbridge Re Holdings Limited
 Registration Statement on Form S-3
 Filed April 25, 2025
 File No. 333-286787
Dear Jay Madhu:

 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: John Wolfel, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 OXBRIDGE
RE HOLDINGS LIMITED

 Suite
201, 42 Edward Street

 Georgetown,
Grand Cayman,

 P.O.
Box 469, KY1-9006

 Cayman
Islands

 May
5, 2025

 VIA
EDGAR

 Ms.
Madeleine Mateo

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Re:
 Oxbridge
 Re Holdings Limited

 Registration
 Statement on Form S-3 (Registration No. 333-286786)

 Dear
Ms. Mateo:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant, Oxbridge Re Holdings Limited (the "Registrant"),
hereby requests acceleration of effectiveness of its above-referenced Registration Statement to 5:00 p.m., eastern time, on May 7, 2025,
or as soon as practicable thereafter. The Registrant respectfully requests that you notify John Wolfel of Foley & Lardner LLP of
such effectiveness by a telephone call to (904) 359-8778.

 Very
 truly yours,

 Oxbridge
 Re Holdings Limited

 By:
 /s/
 Wrendon Timothy

 Wrendon
 Timothy

 Chief
Financial Officer

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 April 1, 2025

Jay Madhu
Chief Executive Officer
Oxbridge Re Holdings Limited
Suite 201
42 Edward Street
P.O. Box 469
Grand Cayman, KY1-9006
Cayman Islands

 Re: Oxbridge Re Holdings Limited
 Definitive Proxy Statement on Schedule 14A
 Filed May 1, 2023
 File No. 001-36346
Dear Jay Madhu:

 We issued comments to you on the above captioned filing on January 3,
2024. As of
the date of this letter, these comments remain outstanding and unresolved. We
expect you to
provide a complete, substantive response to these comments by April 15, 2025.

 If you do not respond, we will, consistent with our obligations under
the federal
securities laws, decide how we will seek to resolve material outstanding
comments and
complete our review of your filing and your disclosure. Among other things, we
may decide
to release publicly, through the agency's EDGAR system, all correspondence,
including this
letter, relating to the review of your filings, consistent with the staff's
decision to publicly
release comment and response letters relating to disclosure filings it has
reviewed.

 Please contact Alyssa Wall at 202-551-8106 or Amanda Ravitz at
202-551-3412 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Disclosure Review
Program
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 3, 2024
Jay Madhu
Chief Executive Officer
Oxbridge Re Holdings Limited
Suite 201
42 Edward Street
P.O. Box 469
Grand Cayman, KY1-9006
Cayman Islands
Re:Oxbridge Re Holdings Limited
Definitive Proxy Statement on Schedule 14A
Filed May 1, 2023
File No. 001-36346
Dear Jay Madhu:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed May 1, 2023
Pay versus Performance, page 22
1.Please ensure that you show each of the numerical amounts deducted and added pursuant
to Regulation S-K Item 402(v)(2)(iii) in determining the compensation actually paid for
your non-PEO named executive officer.  See Regulation S-K Item 402(v)(3).
2.Refer to the reconciliation table in footnote 2 to your pay versus performance table.  It is
unclear what amounts are reflected in the row titled "Year over Year Change in Fair Value
of Equity Awards Granted in Prior Years that Vested in the Year."  Specifically, equity
awards granted in prior years that vest during the relevant year should be valued as the
difference between the fair value as of the end of the prior fiscal year and the vesting date,
not the "year over year" change in value.  Please ensure that your table headings reflect
accurately the amounts used to calculate compensation actually paid.  Refer to Item
402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.
3.We note that the graph titled "CAP vs. Net Income" indicates that compensation actually
paid is depicted in thousands, whereas the same amounts presented in the other graphs do

 FirstName LastNameJay Madhu
 Comapany NameOxbridge Re Holdings Limited
 January 3, 2024 Page 2
 FirstName LastName
Jay Madhu
Oxbridge Re Holdings Limited
January 3, 2024
Page 2
not have an "In Thousands" notation.  Please ensure that your compensation actually
paid amounts are consistent throughout your disclosure.
            Please contact Alyssa Wall at 202-551-8106 or Amanda Ravitz at 202-551-3412 with any
other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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oxbr_corresp

OXBRIDGE RE HOLDINGS LIMITED

Suite 201, 42 Edward Street

Georgetown, Grand Cayman,

P.O. Box 469, KY1-9006

Cayman Islands

May 10,
2022

VIA EDGAR

Ms.
Susan Block

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, NE

Washington,
D.C. 20549

Re:

Oxbridge
Re Holdings Limited

Registration Statement on Form S-3 (Registration No.
333-262590)

Dear
Ms. Block:

Pursuant to Rule
461 under the Securities Act of 1933, as amended, the undersigned
registrant, Oxbridge Re Holdings Limited (the
“Registrant”), hereby requests acceleration of
effectiveness of its above-referenced Registration Statement to
5:00 p.m., eastern time, on May 12, 2022, or as soon as practicable
thereafter. The Registrant respectfully requests that you notify
Curt Creely of Foley & Lardner LLP of such effectiveness by a
telephone call to (813) 225-4122.

Very
truly yours,

Oxbridge
Re Holdings Limited

By:
/s/ Wrendon
Timothy

       Wrendon
Timothy

       Chief
Financial Officer

United States securities and exchange commission logo
February 14, 2022
Jay Madhu
Chief Executive Officer
Oxbridge Re Holdings Limited
Suite 201
42 Edward Street, George Town
P.O. Box 469
Grand Cayman, Cayman Islands KYI-9006
Re:Oxbridge Re Holdings Limited
Registration Statement on Form S-3
Filed on February 8, 2022
File No. 333-262590
Dear Mr. Madhu:
            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 Susan Block at 202-551-3210 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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Acceleration Request

 CAPITOL SECURITIES MANAGEMENT, INC.

February 26, 2014

 VIA EDGAR

 Mr. Jeffrey P. Riedler, Assistant Director

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Oxbridge Re Holdings Limited

 Registration Statement on Form S-1, as amended

File Number 333-193577

 Dear Mr. Riedler:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “1933 Act”), we, as representative of the sales agents
participating in the offering described in the above-referenced registration statement, hereby join Oxbridge Re Holdings Limited in requesting that such registration statement be declared effective Friday, February 28, 2014 at 4:00 p.m., Eastern
Time, or as soon thereafter as practicable.

 We, on behalf of the other sales agents, hereby confirm that each sales agent is aware of its
responsibilities under the 1933 Act as they relate to the proposed public offering of the securities specified in the registration statement, and hereby represent that we have and will, and have been informed by the other sales agents that they have
and will, comply with Rule 460 under the 1933 Act and with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

Capitol Securities Management, Inc.

By:

 /s/ L. McCarthy Downs, III

Name:

L. McCarthy Downs, III

Title:

Managing Director – Investment Banking

CORRESP
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Acceleration Request

 OXBRIDGE RE HOLDINGS LIMITED

February 26, 2014

 VIA EDGAR

 Mr. Jeffrey P. Riedler, Assistant Director

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Oxbridge Re Holdings Limited

Registration Statement on Form S-1, as amended

File Number 333-193577

 Dear Mr. Riedler:

On behalf of Oxbridge Re Holdings Limited (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933, as amended, we
respectfully request acceleration of effectiveness of the above-referenced registration statement for Friday, February 28, 2014 at 4:00 p.m., Eastern time, or as soon thereafter as practicable. In connection with the foregoing, the Company
hereby acknowledges that:

•

Should the Securities and Exchange Commission (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 confirm the date and time of effectiveness of the registration statement to our counsel, Curt P. Creely at
Foley & Lardner LLP, at (813) 225-4122.

 Very truly yours,

Oxbridge Re Holdings Limited

By:

 /s/ Wrendon Timothy

Wrendon Timothy

Its:

Financial Controller and Secretary

February 11 , 2014

Via E -mail
Sanjay Madhu
Chief Executive Officer
Oxbridge Re Holdings Limited
Landmark Square, Suite 1A
64 Earth Close
P.O. Box 469
Grand Cayman, KY1 -9006
Cayman Islands

Re: Oxbridge Re Holdings Limited
Registration Statement on Form S -1
Filed January 27, 2014
  File No. 333 -193577

Dear Mr. Madhu:

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.

Capitalization, page 33

1. We acknowledge your response to previous  comment 16 where you confirmed that the
warrants can only be settled in registered shares.   You also indicated in your response that
the warrants to be issued in the unit offering will qual ify for equity classification.  Please
reference for us the authoritative literature you are relying upon  that supports your
anticipated accounting .  In your response, please specifically tell us your consideration of
ASC 815 -40-25-11.  It appears that the warrants may be required to be classified as a
liability under ASC 815 -40-25-14 and 15 .

Sanjay Madhu
Oxbridge Re Holdings Limited
February 11, 2014
Page 2

 Management, page 54
Committees of the Board of Directors, page 57

2. We note your response to our prior comment 19.  Please expand your revised disclosure
to explain the requirements of NASDAQ Marketplace Rule 5615(b)(1) and how you
intend to comply with that rule.

Notes to Consolidated Financial Statements , page F -7

Note 2. Significant accounting policies , page F -7
Premiums assumed, page F -8

3. We acknowledge your response to previous comment 28.  Please explain to us how your
premium revenue recognition policy complies with GAAP.  In this regard please address
the following additional comments:

 To the extent you rely on the guidance in ASC 944 -605-25-2, please tel l us how you
are able to reasonably estimate the ultimate premium revenue for your retrospectively
rated policy given that you are a new company and the underlying risks insured are
catastrophes.  Tell us why the cost recovery method or the deposit method are not
appropriate in your facts and circumstances.
 Assuming you can substantiate that you can reasonably estimate your ultimate
premium, please tell us you determined the $1,483,367 of net premiums earned
through December 31, 2013.  In this regard, pleas e clarify whether the $1,367,100
accrued loss experience refund is the entire amount you expect to refund, noting that
in Note 1 on page F -7 you disclose that you expect to refund $2.3 million if no losses
are incurred under the contract.  If not, please t ell us how you determined the
estimated future losses and how you considered the additional refund obligation in
determining your unearned premium reserve at December 31, 2012 .
 If you do not rely on the guidance in ASC 944 -605-25-2, please reference for us  the
specific guidance you used to support your accounting.

Note 6. Share capital and additional paid -in capital, page F -10

4. In the first full paragraph on page F -11 you indicate that your Board of Directors declared
dividends on January 19, 2014.  Please  tell us why it is appropriate to accrue your
dividend payment obligation as of December 31, 2013.  Please tell us how you have a
legal obligation to pay these dividends on that date.  Separately reference for us the
authoritative literature you rely upon to support your accounting.

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 1933 and
all applicable Securities Act rules re quire.   Since the company and its management are in

Sanjay Madhu
Oxbridge Re Holdings Limited
February 11, 2014
Page 3

 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 a cceleration of the effective date
of the pending registration 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 do es 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 responsibi lity 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 l aws 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 thei r 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 rev iew any amendment prior to the requested effective date of the
registration statement.

You may contact Sasha Parikh at (202) 551 -3627 or Mark Brunhofer at (202) 551 -3638 if
you have questions regarding comments on the financial statements and related  matters.  Please
contact Christina De Rosa at (202) 551 -3577 or me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director
cc: Via E -mail
 Curt P. Creely
 Partner, Transactional & Securities
Foley & Lardner LLP
100 N. Tampa Street, Suite 2700
Tampa, FL 33602

December 12 , 2013

Via E -mail
Sanjay Madhu
Chief Executive Officer
Oxbridge Re Holdings Limited
Landmark Square, Suite 1A
64 Earth Close
P.O. Box 469
Grand Cayman, KY1 -9006
Cayman Islands

Re: Oxbridge Re Holdings Limited
Draft Registration Statement on Form S -1
Submitted November 12, 2013
  CIK No. 0001584831

Dear Mr. Madhu:

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

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your  registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to th ese comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

1. Please submit all exhibits as soon as practicable.  We may have further comments upon
examination of these exhibits.

2. If you will use any graphic, visual or photographic information in the printed prospectus,
please provide us a proof of each such item for our review prior to its use.  Please note
that we may have comments regarding this material.

3. Please supplementally pr ovide 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

Sanjay Madhu
Oxbridge Re Holdings Limited
December 12, 2013
Page 2

 behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not th ey retain copies of the com munications.  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 Jumpsta rt Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

4. Please disclose the approximate number of holders of common equity as of the latest
practicable date.  See Item 201(b) of Regulation S -K.

5. Please file your escrow and subscription agreements as exhibits to the registration
statement.  We may have further comments upon examining these documents.

Table of Contents

6. Please revise your table of contents to include references to your “Regulation” and
“Management” sections on pages 50 and 52, respectively.

Prospectus Summary, page 1
Risks That Could Impact Our Ability to Implement Our Business Strategy , page 2

7. We note your statement in the fourth bullet of this section on page  3, in the risk factor on
pages 10 -11 and throughout the registration statement that because  your initial business is
with HCI  Group , you expect that your interests will be aligned .  However, as you and
HCI Group’s captive insurance company are on the opposite side of your reinsurance
contracts, it is not appropriate to say that your interests wi ll be aligned.  Please replace
the “alignment of interests” language throughout the registration statement with
disclosure that explains that , as a result of doing business with each other, a conflict of
interest exists in that the contracts may not be as favorable as those you might be able to
negotiate with non -affiliated parties.

Additional Risks Relating to  Our Business and This Offering , page 4

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

Corporate Information, page 5

9. The website address provided throughout the prospectus (www.oxbridgere.com) does not
appear to be the website address  of the company.  Please take any necessary steps to
enable investors to reach the appropriate website.

Sanjay Madhu
Oxbridge Re Holdings Limited
December 12, 2013
Page 3

 Risk Factors, page 9
Risks Relating to Our Business, page 9
“If we lose or are unable to retain our senior management and other key…,” page 17

10. Please revise your disclosure in this risk factor to indicate that you currently employ two
people.  Please also disclose any difficulties you have experienced hiring or retaining  key
personnel in the past.

Risks Relating to Insurance and Other Regulations, page 17
“We are subject to the risk of possibly becoming an investment company…,” page 18

11. We note your statement that registered investment companies are not permitted to operate
their business in the manner in which you operate (and intend t o operate) your business.
Please describe the operations you would not be permitted to conduct if you were
determined to be an investment company required to be registered.  Please also expand
your disclosure to explain how you would be affected if you we re required to register as
an investment company and were unable to obtain an order to register as an investment
company.

Risks Relating to our Securities , page 20
“Provisions of our Articles and the Companies Law  of the Cayman Islands…,”  page 20

12. This r isk factor appears to address several separate risks.  Please describe each such risk
in a separate risk factor.

“Provisions of our Articles may reallocate  the voting power of our ordinary…,” page 22

13. This risk factor appears to address a separate risk in  each paragraph.  Please describe each
such risk in a separate risk factor.

“We are an ‘emerging growth company’ and we cannot be certain …,” page 22

14. Please revise this risk factor to highlight that in the future your financial statements may
not be compa rable to others in your industry if accounting standards change.

Risks Relating to This Offering, page 25
“If we do not maintain an effective registration statement, you may not be able…,” page 27

15. We note your disclosure of the risk that a warrant holder may not be able to exercise the
warrant if you do not maintain a current registration statement.  Please provide a separate
risk factor disclosing the risk to a warrant holder of not being able to exercise the warrant
if the holder is a resident of  a state in which you have  not registered the offering.  Please
also indicate the states in which you intend to register the offering.

Sanjay Madhu
Oxbridge Re Holdings Limited
December 12, 2013
Page 4

 Capitalization, page 33

16. You intend to reflect the impact of a minimum and maximum offering on your
capitalization.  Please tell us whether the warrants to be issued in your unit offering will
qualify for equity classification.  In your response, please tell us whether the warrants can
only be settled in registered shares.

Business, page 40
Our Initial Reinsurance Contracts , page 44

17. We note your discussion of the two reinsurance contracts that you have entered into with
Claddaugh Casualty Insurance Company Ltd.  Please expand y our disclosure for  both
contracts in the followi ng ways:

 describe the underlying primary insurance policies that were issued by HCPCI and that
are ultimately being reinsured by you;
 disclose the location and nature of the insured property and the type of coverage under
these policies; and
 discuss the n ature and amount of collateral in trust under each contract.

Management, page 52
Executive Officers and Directors, page 52

18. Please revise the position listed for Sanjay Madhu to indicate that he is also a director of
the company.

Board of Directors, page 54

19. We note your disclosure on page 55 that you have four independent directors: Messrs.
Persaud, Martin, Cabillot, and Mayur Patel.   We also note your statement on page 55
under “Committees of the Board of Directors” that “[a]ll  of the members of the audit
committee, the compensation committee, and the nominating and corporate governance
committee qualify as independent directors…”  Please correct your disclosure to account
for Paresh Patel, a member of your compensation committe e, whom you have not
determined to be an independent director.

Description of Securities, page 61
Prior Warrants, page 64

20. Please disclose the exercise price, expiration date and redemption provisions of the Prior
Warrants.

Sanjay Madhu
Oxbridge Re Holdings Limited
December 12, 2013
Page 5

 Differences in Corporate Law , page 65
Shareholder Proposals, page 68

21. Please revise your disclosure to make clear whether Cayman Islands law or your articles
allow shareholders to put proposals before meetings.

Shares Eligible for Future Sale, page 72
Lock -up Arrangements, page 73

22. When available, please file a form of your lock -up agreement as an exhibit to your
registration statement.

Material Cayman Islands Tax Considerations, page 74
Taxation of Oxbridge Re Holdings Limited  and its Subsidiaries , page 74

23. Please reconcile your disclosure that you have applied for and can expect to receive an
undertaking with your disclosure that you have already received such an undertaking
dated as of April 23, 2013 on page 23.

Material U.S. Federal Income Tax Considerations, pages 75 -87

24. We note that your tax counsel, Foley and Lardner LLP, will be rendering a tax opinion to
be filed as an exhibit to the registration statement.  This section should be revised to
identify tax counsel and to state the conclusions that are set forth as to each m aterial U.S.
federal income tax consequence in its opinion.  Consent to the filing of the tax opinion as
an exhibit to the registration statement should also be filed as an exhibit.  After
examining tax counsel’s opinion and your revised disclosure  the staff may have
additional comme nts.

Taxation of Shareholders , page 77
General Taxation of Dividends and Gains on Disposition , page 77

25. Please provide an assessment of your business under the guidance provided by IRS
Notice 2003 -34 to make clear the extent that your business may or may not be deemed a
PFIC.  Revise any related risk factor as necessary.

Notes to Consolidated Financial Statements , page F -6
Note 1. Organization , page F -6

26. Please revise your disclosure to indicate your anticipated fiscal year end.

Sanjay Madhu
Oxbridge Re Holdings Limited
December 12, 2013
Page 6

 Note 2. Significan t accounting policies , page F -6
Deferred policy acquisition costs  (“DAC”) , page F -6

27. Please revise your disclosure to clarify, if true, that you capitalize only acquisition costs
related directly to the successful acquisition of new or renewal insurance c ontracts.   Refer
to ASC 944 -30-25-1A.

Premiums assumed, page F -7

28. You reflect an expense on your statement of income for a change in loss experience
refund which you characterize as an obligation to refund premium to your ceding
reinsurer in the losses incurred disclosure on page 37.  Please tell us how this refund
provision operates and explain to us why it is appropriate to record it as an expense
instead of a reduction to premium revenues.  Reference for us the authoritative literature
you relied upon  to support your accounting.  In your response, please specifically tell us
your consideration for the guidance associated with retrospectively -rated or experience -
rated insurance contracts under ASC 944 -602-25-2.

Note 6.  Share capital and additional paid -in capital, page F -9

29. Please represent to us that you will update your filing  for any equity issuance after the
most recent balance sheet date, including but not limited to stock option grants.  To the
extent you issue an y equity instruments, please disclose:

 the amount of such instruments;
 the exercise price or per share amount received;
 your fair market value per share estimate and how the estimate was made; and
 the amount of any compensation or interest expense elemen t.

Note 7.  Net worth for regulatory purposes, page F -9

30. You disclos e a minimum statutory net worth for you r insurance subsidiary of $500 and
net worth of approximately $6.7 million.  This $6.7 million amount appears to be your
consolidated equity.  Based  on the information in Note 10, it appears that your investment
in subsidiaries is only $148,839 on a GAAP basis.  Please tell us how your insurance
subsidiary can have $6.7 million of statutory capital or revise your disclosure to clarify.

General

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.

Sanjay Madhu
Oxbridge Re Holdings Limited
December 12, 2013
Page 7

 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 reque st confidential treatment of information in the
correspondence you 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.

You may contact Sasha Parikh at (202) 551 -3627 or Mark Brunhofer at (202) 551 -3638 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Christina De Rosa at (202) 551 -3577 or me at (202) 551 -3715 with any ot her questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Curt P. Creely
 Partner, Transactional & Securities
Foley & Lardner LLP
100 N. Tampa Street, Suite 2700
Tampa, FL 33602