May 4, 2017
BY EDGAR SUBMISSION
Securities and Exchange Commission
Division of Corporation Finance
Office of Healthcare & Insurance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Joseph G. McCann
Re: Fairfax Financial Holdings Limited
Registration Statement on Form F-4
File No. 333-216074
Dear Mr. McCann:
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Fairfax Financial Holdings Limited (the “Company”) hereby respectfully requests acceleration of the effectiveness of the Company’s Registration Statement on Form F-4 (File No. 333-216074), in connection with the proposed transaction involving the Company and Allied World Assurance Company Holdings, AG, to 5:00 p.m., Eastern time, on May 8, 2017, or as soon thereafter is practicable.
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.
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