May 30, 2019

Lawrence Hannon
President and Chief Executive Officer
ProSight Global, Inc.
412 Mt. Kemble Avenue
Suite 300
Morristown, NJ 07960

       Re: ProSight Global, Inc.
           Amendment No. 2 to
           Draft Registration Statement on Form S-1
           Filed May 20, 2019
           CIK No. 0001634038

Dear Mr. Hannon:

      We have reviewed your amended draft registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
March 22, 2019 letter.

Amendment No. 2 to DRS

Risk Factors
Our business is dependent on the efforts of our principal executive officers.,
page 31

1.     Please expand your discussion to discuss Mr. Beneducci's resignation as
CEO and
       President and quantify the payments provided for in the Transition and
Separation
       Agreement.
 Lawrence Hannon
FirstName LastNameLawrence Hannon
ProSight Global, Inc.
Comapany NameProSight Global, Inc.
May 30, 2019
Page 2
May 30, 2019 Page 2
FirstName LastName
Our amended and restated certificate of incorporation provides that the Court
of Chancery of the
State of Delaware is the exclusive . . ., page 41

2.       We refer to your revised disclosure in response to prior comment 6
that the exclusive
         forum for actions under the Securities Act or Exchange Act will be
"either the Delaware
         Chancery Court or the federal district court for the District of
Delaware." However, with
         respect to actions under the Exchange Act, we note that Section 27 of
the Exchange Act
         creates exclusive federal jurisdiction over all suits brought to
enforce any duty or liability
         created by the Exchange Act. If your amended and restated certificate
of incorporation
         will select a forum for Exchange Act claims, please revise your
disclosure to clarify the
         forum selected. Please also state that there is uncertainty as to
whether a court would
         enforce your exclusive forum provision.
Employment Agreements, page 136

3.       Your revised disclosure states that the Separation Agreement
supersedes and replaces Mr.
         Beneducci's employment agreement, except as otherwise provided in the
Separation
         Agreement. Accordingly, please also ensure you file the employment
agreement for Mr.
         Beneducci.
        You may contact Sasha Parikh at 202-551-3627 or Mark Brunhofer at
202-551-3638
if you have questions regarding comments on the financial statements and
related matters.
Please contact Dorrie Yale at 202-551-8776 or Suzanne Hayes at 202-551-3675
with any other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Healthcare & Insurance
cc:      C. Andrew Gerlach - Sullivan & Cromwell LLP