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Mail Stop 6010								May 23, 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
Prospectus Summary, p. 1
1. We note your response to prior comment 8.  However, it does not
appear that you have made revisions of the type we requested,
other
than to the Business Strategy subsection.  Accordingly, we are
reissuing the comment.
2. We note your response to comment 9.  However, the presentation
of
the risks and weaknesses are not as prominent as the discussion of
your strengths and strategy.  Please revise to limit the
discussion
of your strengths and strategy to an identification of the aspects
of
each or revise the discussion of the risks to provide more detail.

Risk Factors, p. 15
A recent complaint filed..., p. 15
3. Please disclose the amount of damages plaintiff seeks in the
case.

Critical Accounting Policies, page 43
Reserve for Losses and Loss Expenses, page 43

4. Refer to your response to comment 28.  We note that you include
this information on a net basis.  Please revise your presentation
to
include this information on a gross basis.  Also where you discuss
the impact that a ten point change in the expected loss ratios
used
in your calculation on page 46, clarify that this is a reasonably
likely change and include a discussion of why feel that this is a
reasonably likely change.

5. In addition to the additional information requested above,
please
provide the following information regarding your reserves and
reserving process:
a. Please disclose the amount of IBNR included in your reserve for
loss and loss adjustment expense for each year presented.  In
addition please disclose the following:
1. Please disclose your process for calculating the IBNR reserve.
It
is our understanding that companies may calculate this reserve by
estimating the ultimate unpaid liability first and then reducing
that
amount by cumulative paid claims and by case reserves, but there
may
be other methods as well.
2. Please describe the nature and frequency of your procedures for
determining management`s best estimate of loss reserves on both an
annual and interim reporting basis.
b. Recorded loss reserves for property and casualty insurers
generally include a provision for uncertainty, when management
determines that existing actuarial methodologies and assumptions
do
not adequately provide for ultimate loss development. Such a
provision may be explicit (i.e. represented by the excess of
recorded
reserves over actuarial indications) or implicit in the
assumption-
setting process. So that investors can better understand the
inherent
uncertainties in your business and degree of conservatism that you
have incorporated in your loss reserve estimates, please address
as
part of your discussion of the methodology used, how you determine
the provision for uncertainty.
c. Where you identified the key assumptions that may materially
affect the estimate of the reserve for loss and loss adjustment
expenses, please disclose the following:
1. For each of your key assumptions and for your provision for
uncertainty, quantify and explain what caused them to change
historically over the periods presented.
2. Discuss whether and to what extent management has adjusted each
of
the key assumptions and the provision for uncertainty used in
calculating the most recent estimate of the reserve given the
historical changes,  current trends observed and/or other factors
as
discussed in 1 above.  This discussion should reconcile the
historical changes, the current trends and/or other factors
observed
to what management has calculated as its most recent key
assumptions.

6. Please discuss and quantify the effect that your ceded
reinsurance
activities had on financial position, results of operations, and
cash
flows for the periods presented. Also discuss changes you have
made
to your past reinsurance strategies in developing your current
strategies and the expected effect that those changes may have on
your financial position, results of operations and cash flows.
Describe any limitations on your ability to cede future losses on
a
basis consistent with historical results and their expected effect
on
financial position, operating results and cash flows. Such
limitations could relate to changes in reinsurance market
conditions,
a restructuring of your reinsurance treaties or the absence of
remaining limits for specific accident years under existing
treaties.

Financial Statements - December 31, 2005
General

7. Please update all of the financial statements included in the
filing as required by Rule 3-12 of Regulation S-X.

2.  Significant Accounting Policies, page F-8
h)  Employee Warrant Compensation Plan, page F-11

8. Refer to your response to comment 40 and 42.  Please revise
your
document to include a discussion of the changes that will be made
to
these plans at the time of the IPO along with any discussion of
the
expected accounting impact that these changes will have.

      As appropriate, please amend your filing 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 supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

	We will consider a written request for acceleration of the
effective date of the registration statement as a 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

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