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Mail Stop 6010								April 13, 2006

Wesley Dupont, Esq.
Allied World Assurance Holdings Ltd.
43 Victoria Street
Hamilton, Bermuda HM 12
F:  441-278-5400

      Re:	Allied World Assurance Holdings, Ltd.
      Registration Statement on Form S-1
      Filed March 17, 2006
		File No. 333-132507

Dear Mr. Dupont:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not exhaustive lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, make the appropriate changes in accordance
with our comments.
2.
In your response letter, please state our comment and then explain
each change that has been made in response to a comment.  In
addition, you should also reference each page number in which
disclosure has been revised in response to a comment so that we
can
easily place your revised disclosure in its proper context.
Please file as promptly as possible all exhibits required by the
Exhibit Table provided in Item 601(a) of Regulation S-K.  We note,
for example, that you have not filed the opinion or consent of
your
legal counsel, along with other exhibits.  Please note that we may
have comments on these materials once they are filed.3.
4. 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 we may
have comments regarding this material.

5. Please note that when you file a pre-effective amendment
containing pricing-related information, we may have additional
comments.  As you are likely aware, you must file this amendment
prior to circulating the prospectus.
Please note that when you file a pre-effective amendment that
includes your price range, it must be bone fide. We interpret this
to
mean that your range may not exceed $2 if you price below $20 and
10%
if you price above $20.6.
7. We note that you have included a glossary of terms in the
registration statement.  While we will not object to the inclusion
of
a glossary, as noted in the comment below, industry terms should
be
explained briefly within the text so that investors can understand
the disclosure without departing from the body of the prospectus.

Prospectus Summary, p. 1
8. We note that the Summary simply replicates the first several
pages
of the Business section.  The instructions to paragraph 503(a) of
Regulation S-K state that the summary "should not merely repeat
the
text of the prospectus but should provide a brief overview of the
key
aspects of the offering. Carefully consider and identify those
aspects of the offering that are the most significant and
determine
how best to highlight those points in clear, plain language."
Please
revise the summary accordingly.  We expect substantial revisions
to
the summary and may have further comments on the revised
disclosure.
9. Please also revise your summary to provide a balanced
presentation.  For example:

* Balance the disclosure of your gross premiums with disclosure of
net income and net losses.  It is not appropriate to present
revenues
without balancing the information with a discussion of net income
or
net loss.


* Balance the statement that your total gross premiums have grown
from $922 million for the year ended December 31, 2002 to $1,560
million for the year ended December 31, 2005 by presenting each
year`s increase separately and specifically stating that the gross
premiums declined from 2004 to 2005.  The decline in premiums
should
also be quantified.  Similarly, revise this statement on page 77.

* Balance the discussion of your strengths with an equally
prominent
discussion of your weaknesses.  Similarly, balance the discussion
of
your strategy with an equally prominent discussion of the risks
and
obstacles you will encounter in implementing your strategy.
We note that in the summary you rely upon industry jargon which
may
not be familiar to investors.  For example, on pages 2-3 you refer
to
"net risk exposure," "loss ratios," "layers," "points," "direct
insurance," "excess and surplus lines segment," and "freedom of
form."  In each case when you rely upon such language, you should
briefly explain what the terms mean so that investors can
understand
your disclosure in its proper context.  Please revise the Summary
and
the registration statement accordingly.10.
11. Please include a discussion of the recent downgrade in your AM
Best rating.
12. Please provide third party support or the basis for your
belief
for the following statements:

* Total industry losses incurred from Hurricanes Rita and Wilma
are
estimated to be approximately $12 billion to $19 billion;
* We believe that our operating platform is one of the most
efficient
among our competitors and our expense ratio is significantly lower
than most of our peers;
* We believe our catastrophe losses from the devastating hurricane
season of 2005 were among the lowest as a percentage of June 30,
2005
book value among all major publicly traded insurance and
reinsurance
companies that commenced operation in Bermuda in 2001 or shortly
thereafter.  Additionally, explain the significance of limiting
the
comparison to insurance and reinsurance companies commencing
operations in Bermuda in 2001.  Why not discuss how you compared
to
all insurance and reinsurance companies?
* We believe we have established a leading excess casualty
business.


Risk Factors, p. 11
General
13. For each risk factor included in this section, you should
disclose any and all facts that could increase the likelihood that
the risk factor will materialize.  For example, in "Any downward
revision or revocation of our financial strength..." on page 11,
you
state the specific factors that could cause your financial rating
to
decline rather than referencing the possibility generically.
Although you reference weather-related exposures, you do not
explicitly state that losses from these exposures could cause a
downgrade.  If true, you should include such a statement and also
describe any other facts and circumstances that could lead to a
downgrade.  Please review your risk factors to make sure that the
disclosure is as fact-specific as possible.

Our ultimate liability for recent weather-related..., p. 11
14. We note your disclosure relating to reinsurance and the fact
that
45% of your general property policies have been ceded as well as
66%
of your energy-related policies.  If true, you should describe the
percentage of additional such losses that you will be expected to
pay
as a result of limited reinsurance coverage (assuming your current
estimates are correct) and, in addition, you should state that the
liabilities may be greater if your estimates understate your
exposure.  Please expand this disclosure to describe the financial
impact that these losses have had on the company and any potential
further impacts they may pose.

Any downward revision or revocation of our financial strength
ratings..., p. 11
15. Please revise your heading to disclose that you recently
suffered
a downgrade of your financial strength rating.

The failure of any of the loss limitation methods we employ..., p.
13
16. Please revise the risk factor to further explain how the loss
limitations mentioned operate.  For example, you should explain
how
choice of forum acts to provide a loss limitation and how the
unenforceability of such provisions could create the risks you
describe.

We are dependent on affiliates of one of our principal
shareholders..., p. 13
17. You have not explained what risks are posed to potential
investors from the possibilities described in the risk factor.
Please revise the risk factor to explain the risks posed if you
have
to replace the AIG affiliate.  Additionally, provide all the
information about the agreement that is relevant to an assessment
of
the risk in this discussion as opposed to cross referencing to
other
parts of your document.  For example, if the expiration or
termination provisions are material to an assessment of the risk,
disclose these terms here.


For our reinsurance business..., p. 13
18. Please explain what a ceding company is.
19. Please be more specific in explaining the risk to investors.
You
refer to inaccurately assessing risks you assume.  If it is your
intention to say that you could assume more risk than you assess
when
you reinsure and that your premiums/reserves may be insufficient
to
cover these risks, you should state this possibility explicitly
rather than referring simply to misjudgments.

The availability and cost of security arrangements..., p. 14
20. Please explain the type of restrictions that will be presented
by
the letter of credit facilities and from state of domicile of the
ceding insurer.

We depend upon a small number of brokers..., p. 14
21. Please identify any broker responsible for 10% or more of your
revenues if the loss of such relationship would have a material
adverse effect on you.
22. Do you have agreements with these brokers?  If you do, please
file them as exhibits and  include a description of all material
terms in the business section.

We may be adversely affected by fluctuations..., p. 16
23. Please revise to more fully describe how fluctuations in
currency
exchange rates can pose risks to investors.

Continuing agreements and business relationships..., p. 16
24. Please describe the types of conflicts that may arise from the
relationships described in this risk factor.  If these conflicts
are
not distinct from those contained in the risk factor titled
"Conflicts of interest may arise...," on page 16, then consider
consolidating the two risk factors.

Our holding company structure..., p. 20
25. Please disclose the risks associated with constraints on the
ability to pay dividends.

There has been no public market..., p. 21
26. Please disclose the risks associated with a lack of a public
market. If you are trying to describe the possibility that
investors
may not be able to sell their shares if a market does not develop,
you should describe this risk explicitly.

Our bye-laws contain restrictions on ownership, voting..., p. 21
27. Please disclose whether the restrictions described in risk
factor
will apply to any current shareholders.  We note for example, that
although AIG and Chubb will be reducing their shares after the
offering, they currently own greater than 9.9% of company stock
and
it is unclear whether they will hold greater than 9.9% of the
outstanding shares after the offering.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 37

Critical Accounting Policies, page 38

Reserve for Losses and Loss Expenses, page 38

28. We believe your disclosure in management`s discussion and
analysis regarding the reserve for loss and loss adjustment
expenses
should explain the judgments and uncertainties surrounding this
estimate and the potential impact on your financial statements.
We
believe that disclosures explaining the likelihood that materially
different amounts would be reported under different conditions or
using different assumptions is consistent with the objective of
management`s discussion and analysis.  Please expand your
disclosure
to include the following information for each of your lines of
business:

a. Provide the range of loss reserve estimates as determined by
your
actuaries.  Include the key assumptions used to arrive at
management`s best estimate of loss reserves within that range and
what specific factors led management to believe this amount rather
than any other amount within the range represented the best
estimate
of incurred losses.  Provide quantified and narrative analyses of
the
impact that reasonably likely changes in one or more of the
variables
(i.e. actuarially method and/or assumptions used) would have on
reported results, financial position and liquidity.

b. If you do not calculate a range around your loss reserve, but
instead use point estimates please provide the following
information:

* The various methods considered and the method that was selected
to
calculate the reserves.  If multiple point estimates are
generated,
include the range of these point estimates.  Include a discussion
of
why the method selected was more appropriate over the other
methods.
* How management determined the most appropriate point estimate
and
why the other point estimates were not chosen.  Also clarify
whether
the company actually records to the point estimate or if not, how
that estimate is used.
* Include quantified and narrative analyses of the impact that
reasonably likely changes in one or more of the variables (i.e.
actuarially method and/or assumptions used) would have on reported
results, financial position and liquidity.


Premiums and Acquisition Costs, page 39

29. Please revise your discussion related to this estimate to
include
a discussion of how accurate this estimate has been in the past as
well as the reasonably likely impact that changes in this estimate
might have on your operations.

30. We note that you set your claim reserves for assumed
reinsurance
operations based upon information received from the cedant.  As
this
appears to pose a potential for a higher degree of uncertainty in
establishing the estimate of assumed loss reserves as compared to
direct loss reserves, please expand the disclosure in the critical
accounting estimates section of MD&A related to this uncertainty.
Please revise your filing to include the following disclosure:

a. Include in this disclosure the risks associated with making
this
estimate and the effects and expected effect this uncertainty has
or
will have on management`s judgments and assumptions in
establishing
the assumed loss reserve;
b. The nature an extent of the information received from the
cedants
related to policies, claims, unearned premiums and loss reserves;
c. The time lag from when claims are reported to the cedant to
when
the cedant reports them to the company and whether, how, and to
what
extend this time lag effect the loss reserve estimate;
d. How management uses the information received from the cedants
in
its determination of its assumed loss reserves, whether
reinsurance
intermediaries are used to transact and service reinsurance
policies,
and how that impacts the loss reserving methodology;
e. The amount of any backlog related to the processing of assumed
reinsurance information, whether the backlog has been reserved for
in
the financial statements and, if applicable, when the backlog will
be
resolved;
f. What process management performs to determine the accuracy and
completeness of the information received from the cedants;
g. How management resolves disputes with cedants, how often
disputes
occur, and the magnitude of any current, material disputes; and
h. Whether management uses historical loss information to validate
its existing reserve and/or as a means of noticing unusual trends
in
the information received form the cedants.

Results of Operations, page 41

Comparison of Years Ended December 31, 2005 and 2004, page 42

Net Losses and Loss Expenses, page 44

31. Based on your disclosure in the table on page 46, it appears
that
management significantly revised its estimate of loss reserves
recorded in prior years.  Please revise management`s discussion
and
analysis to explain the reason for this change in estimate.  For
each
line of business, include the following disclosures:

a) Identify the changes in the key assumptions made to estimate
the
reserve since the last reporting date.
b) Identify the nature and timing of the change in estimate,
explicitly identifying and describing in reasonable specificity
the
new events that occurred or additional information acquired since
the
last reporting date that led to the change in estimate.
c) Ensure the disclosure clearly explains why recognition occurred
in
the periods that it did and why recognition was not required in
earlier periods.
d) Disclose any trends such as, the number of claims incurred,
average settlement amounts, number of claims outstanding at period
ends along with average per claim outstanding, and any other
trends,
necessary to understand the change in estimate. Please explain the
rationale for a change in estimate that does not correlate with
trends.

32. We note that you present the non-GAAP financial measures "Net
losses and loss expenses adjusted" and "Loss ratio adjusted" in
the
analysis of your Loss ratio which has been adjusted for certain
items.  These non-GAAP measures appear to have the effect of
smoothing earnings and exclude items that are within your normal
operations for the types of risks that you insure.  While the
acceptability of a non-GAAP financial measure that eliminates
recurring items from the most comparable GAAP measure depends on
all
facts and circumstances, we do not believe that a non-GAAP measure
that has the effect of smoothing earnings is appropriate and
raises
significant questions about management`s ability to assert as to
the
usefulness of these measures for investors and the appropriateness
of
its presentation in accordance with Item 10 of Regulation S-K.
Please refer to Questions 8 and 9 of Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures.  Please provide
to
us a more compelling argument as to why this is appropriate or
revise
your disclosure to remove all references to this measure.

Executive Compensation, page 123

Option Exercises in and Fiscal Year-End Option Values, page 125

33. Please explain to us how the methodology used to calculate the
"Value of Unexercised In-the-Money Options at Fiscal Year-End"
described in footnote 1 complies with the guidance provided in the
Instructions to Item 402(d)(2) or Regulation S-K.

Principal and selling stockholders, p. 130
34. For each nonpublic entity listed in the table, please disclose
the name of the natural person who has voting and dispositive
power
over the shares held by that entity.
35. Please disclose how each selling stockholder obtained the
securities it holds and the exemption from registration relied
upon
when the sale was consummated.
36.
Selling shareholders who are broker dealers are underwriters
unless
they received the shares as underwriting compensation.  Please
revise
the footnotes to the selling shareholder table to identify the
broker
dealers and state that they are underwriters or that they received
the shares as underwriting compensation.  Additionally, identify
the
selling shareholders that are underwriters in the "Plan of
Distribution."

If any of the selling shareholders are affiliates of broker-
dealers,
they should be identified as such and your disclosure should be
revised, if true, to include the following representations:

* the Selling Shareholder purchased in the ordinary course of
business and
* at the time of the purchase, the Selling Shareholder had no
agreements or understanding to distribute securities.

In the event these representations are not accurate, then these
affiliates should be identified as underwriters.

Certain relationships and related party transactions, p. 132
37. Item 601(b)(10) of Regulation S-K requires that you file each
agreement described in this section as an exhibit to the
registration
statement.  Please file the warrants and any other agreements you
may
have described in this section.

38. Please revise the discussion of "Office Space" on page 138 to
provide the rent for the first three years.

Consolidated Financial Statements, page F-1

Notes to Consolidated Financial Statements, page F-7

2.  Significant Accounting Policies, page F-8

d)  Investments, page F-10

39. We note that your discussion of investments does not appear to
address the accounting treatment that you apply to your
investments
in asset and mortgage backed securities.  Please revise your
discussion to address the accounting applied to these investments.

h)  Employee Warrant Compensation Plan, page F-11

40. You make the assertion here that the provisions of the plan
would
result in the same liability even had you applied the guidance
under
SFAS 123R to this plan.  Please explain to us how you arrived at
this
decision.  Also explain to us how the book value apparently used
in
determining the charge related to this plan equates to a fair
value
that would be assigned to these warrants under this guidance.

3.  Investments, page F-14

i. Securities lending, page F-18

41. We note that you do not separately disclose the securities
that
have been pledged under your securities lending program on your
consolidated balance sheets.  Please revise your balance sheet
presentation to segregate these securities loaned under this
program
or explain to us why you current presentation is appropriate.

9.  Employee Benefit Plans, page F-23

b)  Employee Warrant Plan, page F-23

42. We note that you revised the exercise price of the warrants
associated with this plan as a result of the dividend paid in
2005.
Please explain to us the accounting impact that this adjustment to
exercise price had on the charge recognized in connection with
these
warrants.

*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      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 all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in 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 the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	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;

?	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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      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 their
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.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact James Peklenk at 202-551-3661 or James
Atkinson
at 202-551-3674 if you have questions regarding comments on the
financial statements and related matters.  Please contact Zafar
Hasan
at 202-551-3653 with any other questions.

      					Sincerely,



      					Jeffrey Riedler
      Assistant Director

Steve Seidman
Wilkie Farr Gallagher
787 Seventh Avenue
New York, NY 10019
F: 212-728-8111