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                               July 2, 2020

       Andrew Poole
       Chief Executive Officer
       Delwinds Insurance Acquisition Corp.
       c/o Ellenoff Grossman & Schole LLP
       1345 Avenue of the Americas
       New York, NY 10105

                                                        Re: Delwinds Insurance
Acquisition Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted June 9,
2020
                                                            CIK 0001812360

       Dear Mr. Poole:

              We have reviewed your draft registration statement and have the
following comment. In
       our comment, 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 comment applies 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 this
comment and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted June 9, 2020

       Exclusive Forum for Certain Lawsuits, page 127

   1.                                                   We note that your
exclusive forum provision does not apply to actions arising under the
                                                        Securities Act or
Exchange Act. Please ensure that the exclusive forum provision in
                                                        the governing documents
states this clearly, or tell us how you will inform investors in
                                                        future filings that the
provision does not apply to any actions arising under the Securities
                                                        Act or Exchange Act.
 Andrew Poole
FirstName   LastNameAndrew    Poole
Delwinds Insurance   Acquisition Corp.
Comapany
July 2, 2020NameDelwinds Insurance Acquisition Corp.
July 2,2 2020 Page 2
Page
FirstName LastName
        You may contact William Demarest at 202-551-3432 or Shannon Menjivar at
202-551-
3856 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jonathan Burr at 202-551-5833 or Erin E. Martin at
202-551-3391 with
any other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Real Estate
& Construction