LEBOEUF, LAMB, GREENE & MACRAE L.L.P. A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS NEW YORK LONDON WASHINGTON, D.C. A MULTINATIONAL PARTNERSHIP (A LONDON-BASED ALBANY 1 MINSTER COURT MULTINATIONAL PARTNERSHIP BOSTON PARIS HARRISBURG MINCING LANE BRUSSELS HARTFORD JOHANNESBURG HOUSTON LONDON, EC3R 7YL, ENGLAND (PTY) LTD. JACKSONVILLE 011 44 20 7459 5000 MOSCOW LOS ANGELES FACSIMILE: 011 44 20 7459 5099 RIYADH NEWARK (AFFILIATED OFFICE) PITTSBURGH BISHKEK SALT LAKE CITY ALMATY SAN FRANCISCO BEIJING January 28, 2005 VIA FASCIMILE AND EDGAR - --------------------------------- Mr. Jeffrey P. Riedler Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: ASPEN INSURANCE HOLDINGS LIMITED REGISTRATION STATEMENT ON FORM F-4, FILED JANUARY 13, 2005 REGISTRATION NO. 333-122018 Dear Mr. Riedler: On behalf of Aspen Insurance Holdings Limited (the "Company"), we would like to respond to the Comment No. 1 of the Staff of the Division of Corporation Finance of the Commission, set forth in your letter dated January 24, 2005 to the Company, with respect to the above-referenced Registration Statement (the "Registration Statement"). For your convenience, we set forth in bold typeface the relevant portions of Comment No. 1 from your letter and include the Company's response below such comment. ---------------------- 1. IT APPEARS YOU ARE REGISTERING THE EXCHANGE NOTES IN RELIANCE ON THE STAFF'S POSITION SET FORTH IN EXXON CAPITAL HOLDINGS CORPORATION (MAY 13, 1988), MORGAN STANLEY & CO. INCORPORATED (JUNE 5, 1991), AND SHERMAN & STERLING (JULY 2, 1993). ACCORDINGLY, PLEASE PROVIDE US WITH A SUPPLEMENTAL LETTER CONTAINING THE STATEMENTS AND REPRESENTATIONS THAT ARE SET FORTH IN THOSE LETTERS. The Company submitted as correspondence through the EDGAR system on January 18, 2005 a supplemental letter which contains the statements and the representations referred to in Exxon Capital Holdings Corporation (May 13, 1988), Morgan Stanley & Co. Incorporated (June 5, 1991), and Sherman & Sterling (July 2, 1993). A copy of such supplemental letter relating to the Registration Statement is attached hereto for your reference. ---------------------- Thank you for your consideration. If you have any further questions or comments, please contact me at (011-44) 207-459-5125 or Michael Groll at (212) 424-8616. Sincerely, /s/ Joseph Ferraro Joseph Ferraro cc: Albert Lee United States Securities and Exchange Commission Julian Cusack David Curtin Aspen Insurance Holdings Limited Michael Groll LeBoeuf, Lamb, Greene & MacRae, L.L.P.
