<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo





                               September 17, 2021

       Alphonse Valbrune
       Chief Legal Officer
       Clearwater Analytics Holdings, Inc.
       777 W. Main Street
       Suite 900
       Boise, ID 83702

                                                        Re: Clearwater
Analytics Holdings, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed September 14,
2021
                                                            File No. 333-259155

       Dear Mr. Valbrune:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 2 to Registration Statement on Form S-1

       Capitalization, page 65

   1.                                                   You disclose that your
capitalization table sets forth your cash and cash equivalents and
                                                        capitalization on an
actual basis, on a pro forma basis to give effect to the transactions and
                                                        on a pro forma as
adjusted basis to further reflect the offering and use of proceeds.
                                                        However, you only
present actual and pro forma as adjusted. To the extent you do not
                                                        intend to show a pro
forma column, please revise the introductory bullet points
                                                        accordingly. Further,
please tell us why your total pro forma as adjusted capitalization
                                                        does not equal its
components of debt and stockholders' equity.
 Alphonse Valbrune
FirstName
Clearwater LastNameAlphonse
           Analytics Holdings,Valbrune
                              Inc.
Comapany 17,
September  NameClearwater
               2021        Analytics Holdings, Inc.
September
Page 2     17, 2021 Page 2
FirstName LastName
Unaudited Pro Forma Consolidated Financial Information, page 69

2.       Please revise to ensure that all adjustments contain a reference to
the relevant footnote.
         For example, you reflect an offering adjustment to retained deficit
that is not footnoted or
         explained, which appears to be related to your debt repayment. Also,
the $30 million par
         value for stock issued in the offering does not have a related
footnote explaining the
         assumptions involved. Refer to Item 11-02(a)(8) of Regulation S-X.
3.       Note (d) indicates that you have not reflected any loss from debt
extinguishment in your
         pro forma income statement. Please revise to include an adjustment for
such expense,
         reflected as if the debt was extinguished at the beginning of the
earliest period presented,
         and indicate in your footnote that such expense is non-recurring.
Alternatively, tell us
         why this adjustment is not necessary. Refer to Item 11-02(a)(11) of
Regulation S-X.
4.       Please revise to present pro forma earnings per share as if the shares
had been outstanding
         as of the beginning of the earliest period presented. Refer to Article
11-02(a)(9) of
         Regulation S-X.
       You may contact Rebekah Lindsey, Senior Staff Accountant, at (202)
551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Technology
cc:      Joshua N. Korff, Esq.
</TEXT>
</DOCUMENT>
