Premier Indemnity Holding Company
3001 N Rocky Point Dr, Ste 200
Tampa, FL 33607
813-286-6194
| February 13, 2007 |
BY EDGAR AND
FACSIMILE (202) 772-9205
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549-4561
Attention: Ms. Sonia Barros
| Re: | Premier Indemnity Holding Company |
| Post-effective Amendment No. 3 to Registration Statement on Form SB-2 |
| Filed on February 13, 2007 |
File Number 333-132482
Ladies and Gentlemen:
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the "Act"), Premier Indemnity Holding Company (the “Company”) hereby requests that the Registration Statement described above (the “Registration Statement”) be accelerated so that it will become effective at 11:00 a.m. on February 14, 2007, or as soon as practicable thereafter. In connection with such request, the undersigned, being the sole officers and directors of the Company, hereby acknowledge the following:
1. 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.
2. 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 their filing.
3. 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.
Should you have any questions regarding this matter, please do not hesitate to call David Lubin, Esq., counsel for the Company, tel. (516) 887-8200, fax (516) 887-8250. Thank you for your attention to this matter.
| Very truly yours, |
| Signature: | /s/ Stephen L. Rohde |
| Name: | Stephen L. Rohde |
| Title: | President, Treasurer, Chief |
| Executive Officer, and Director |
| Signature: | /s/ Philip R. Hardy |
| Name: | Philip R. Hardy |
| Title: | Chairman of the Board and Director |
| Signature: | /s/ Joseph J. Pingatore |
| Name: | Joseph J. Pingatore, Esq. |
| Title: | Secretary and Director |
| Signature: | /s/ Richard V. Atkinson |
| Name: | Richard V. Atkinson |
| Title: | Director |
| Signature: | /s/ Gregg Barrett |
| Name: | Gregg Barrett |
| Title: | Assistant Secretary and Director |
| Signature: | /s/ William N. Majerus |
| Name: | William N. Majerus, Esq. |
| Title: | Director |