December 6, 2019

James Belardi
Chairman and Chief Executive Officer
Athene Holding Ltd.
Chesney House
96 Pitts Bay Road
Pembroke, HM08, Bermuda

       Re: Athene Holding Ltd.
           PRE 14A filed November 12, 2019
           File No. 001-37963

Dear Mr. Belardi:

       We have reviewed your filing 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 these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

PRE 14A filed November 12, 2019

Questions and Answers About the Special Meeting and Voting
What is the purpose of the Special Meeting?, page 1

1.    We note your disclosure on page 3 and elsewhere in the filing that
Messrs. Belardi and
      Wheeler have each entered into a letter agreement pursuant to which they
have agreed to
      vote their Class M Common Shares in favor of the proposals on which Class
M
      shareholders are entitled to vote at the Special Meeting. We also note
section 5.14 of the
      Transaction Agreement, which provides that Athene delivered to Apollo
copies of the
      letter agreements executed by holders of a majority of each of the Class
M-1, M-2, M-3
      and M-4 Shares relating to their voting at the Special Meeting.
Accordingly, please revise
      your disclosure to clarify, if accurate, that as a result of the letter
agreements, all proposals
      on which Class M shareholders are entitled to vote at the Special Meeting
are expected to
      be approved, regardless of the votes of Class M shareholders who have not
entered into
      such agreements.
 James Belardi
Athene Holding Ltd.
December 6, 2019
Page 2
What are the principal conditions to consummation of the Share Transactions?,
page 5

2.       You disclose that the parties' obligations to complete the Share
Transactions are
         conditioned upon, among others, the "receipt of certain regulatory
approvals necessary to
         consummate, and the actual consummation of, the restructuring of
certain reinsurance
         transactions contemplated by the Transaction Agreement." Please revise
to briefly
         describe the nature of such restructuring transactions, either here or
elsewhere in your
         proxy statement.
Description of the Share Transactions, the Class B Exchange and the Class M
Exchange
Opinion of the Special Committee's Financial Advisor -- Houlihan Lokey, page 59

3.       We note your disclosure in the third and fourth bullets on page 59.
Please disclose the
         financial projections of Athene and Apollo that were provided to
Houlihan Lokey in
         connection with the preparation of its fairness opinion or tell us why
such information is
         not material to shareholders.
Proposal - The Share Transactions
Dilution, page 118

4.       You disclose that upon the closing of the Share Issuance, your
"current shareholders
         would experience substantial dilution of earnings per share, as well
as of ownership
         percentage." Please revise to disclose in quantified terms the impact
of such dilution
         upon your current shareholders.
Security Ownership of Certain Beneficial Owners and Management, page 121

5.       Please revise this section to also disclose the post-transaction
beneficial ownership of the
         company.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact David Lin at (202) 551-3552 or Dietrich King at (202)
551-8071 with
any questions.



FirstName LastNameJames Belardi                                 Sincerely,
Comapany NameAthene Holding Ltd.
                                                                Division of
Corporation Finance
December 6, 2019 Page 2                                         Office of
Finance
FirstName LastName