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United States securities and exchange commission logo





                            January 12, 2024

       Mark Cloutier
       Chief Executive Officer
       Aspen Insurance Holdings Limited
       141 Front Street
       Hamilton, HM19
       Bermuda

                                                        Re: Aspen Insurance
Holdings Limited
                                                            Registration
Statement on Form F-1
                                                            Filed December 20,
2023
                                                            File No. 333-276163

       Dear Mark Cloutier:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

       Registration Statement on Form F-1

       General

   1.                                                   Please provide us with
supplemental copies of all written communications, as defined
                                                        in Rule 405 under the
Securities Act, that you, or anyone authorized to do so on your
                                                        behalf, have presented
or expect to present to potential investors in reliance on Section
                                                        5(d) of the Securities
Act, whether or not you retained, or intend to retain, copies of
                                                        those communications.
Please contact Tonya K. Aldave at (202) 551-3601 to discuss how
                                                        to submit the
materials, if any, to us for our review.
   2.                                                   Please revise your
business, risk factors and management's discussion and analysis
                                                        sections to discuss any
geographic concentrations and discuss the ways in which these
                                                        risks are managed. As
an example only, we note your disclosure on pages 105 and 107
                                                        describing the negative
impact on your financial results due to Hurricane Ian.
 Mark Cloutier
FirstName  LastNameMark   Cloutier
Aspen Insurance  Holdings Limited
Comapany
January 12,NameAspen
            2024       Insurance Holdings Limited
January
Page 2 12, 2024 Page 2
FirstName LastName
3.       Please revise your cover page, summary, and risk factors sections to
disclose
         your multiple class share structure (common shares and various
preferred shares, such as
         fixed-to-floating rate perpetual non-cumulative preference Shares (
AHL PRC
         Shares   ), 5.625% perpetual non-cumulative preference shares (   AHL
PRD Shares   ), and
         5.625% perpetual non-cumulative preference shares (   AHL PRE Shares
) represented by
         depositary shares) and explain the nature of the disparate voting
rights and the risks the
         structure presents to investors.
4.       We note that throughout the prospectus you often describe the industry
and
         your performance using compound annual growth rate ("CAGR"). Because
CAGR
         only represents two discrete snapshots in time, but does not show
trends or events during
         the period represented, please balance your disclosure by also
including the annual rates
         for the periods represented.
5.       We note the statement on page 18 that "Lloyd   s is the world   s
largest specialty insurance
         marketplace." We also note the discussion of your syndicate, recent
changes to your
         strategy with respect to the Lloyd's market, and the cross reference
on page 47 to the term
         "Funds at Lloyd's." Please revise the summary section to explain the
Lloyd's market in
         plain English as well as your participation and financial
relationships with and obligations
         to the market.
Management's Discussion and Analysis, page 122

6.       Please revise to quantify the significant contributors to material
changes where multiple
         factors generate such period-to-period changes, as well as the extent
to which such
         changes are attributable to changes in prices or to changes in volume.
As non-exclusive
         examples, we note the first two paragraphs on page 123 and the first
paragraph after the
         table on page 134.
7.       Please revise to address the trends in inflation, increasing rates and
the "higher rate
         environment," as referenced elsewhere in your prospectus, including in
the carryover risk
         factor on pages 31-32, the first risk factor on page 38, and pages 117
and 130. We also
         note references to trends in "higher economic uncertainty and
inflation," for example on
         page 107. However, we are unable to locate further discussion of these
uncertainties and
         trends responsive to Item 5.A. of Form 20-F. Please revise
accordingly.
Liquidity and Capital Resources, page 145

8.       Please revise to identify and summarize -- in quantified terms -- your
principal sources of
         liquidity, including letters of credit, credit facilities and other
sources, including those
         referenced on pages F-73 to F-76.
Business, page 160

9.       We note that your website describes three business units -- insurance,
reinsurance and
         capital partners -- but your prospectus only describes insurance and
reinsurance business
 Mark Cloutier
FirstName  LastNameMark   Cloutier
Aspen Insurance  Holdings Limited
Comapany
January 12,NameAspen
            2024       Insurance Holdings Limited
January
Page 3 12, 2024 Page 3
FirstName LastName
         units. Please revise to address the capital partners unit or tell us
why you do not believe
         such disclosure is material.
10.      Please revise your business section to describe what percentage of
your business is
         derived from the United States market and from international markets
and provide a
         breakdown by business line as applicable.
Strong Balance Sheet, page 169

11.      Please briefly explain your statement on page 170 that your "strong
positioning as a go-
         forward business is supported by the LPT transaction with Enstar,
which provides
         protection against deterioration on pre-2020 accident year carried
reserves."
Conflicts Committee, page 177

12.      Given the affiliation with Apollo, revise here or where appropriate to
further clarify the
         policies and procedures applicable to material transactions between
Aspen Holdings
         and/or its subsidiaries and Apollo or Apollo   s non-Aspen affiliates.
Clarify the size and
         type of transactions that the committee will be responsible for
overseeing.
Exclusive Jurisdiction, page 212

13.      We note that your forum selection provision identifies the Supreme
Court of Bermuda as
         the exclusive forum for certain litigation. Please disclose whether
this provision applies to
         actions arising under the Securities Act or Exchange Act. In that
regard, 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 or the
rules and regulations
         thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal
         and state courts over all suits brought to enforce any duty or
liability created by the
         Securities Act or the rules and regulations thereunder. If the
provision applies to Securities
         Act claims, please also revise your prospectus to state that there is
uncertainty as to
         whether a court would enforce such provision and that investors cannot
waive compliance
         with the federal securities laws and the rules and regulations
thereunder. If this provision
         does not apply to actions arising under the Securities Act or Exchange
Act, please also
         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.
Exhibits

14.      Refer to your disclosure on page 201 under "Material Contracts and
Related Party
         Transactions" section. Please file the investment management agreement
with Apollo
         Asset Management Europe PC LLP, as an exhibit to your registration
statement or tell us
         why you have not filed it.

         We remind you that the company and its management are responsible for
the accuracy
 Mark Cloutier
Aspen Insurance Holdings Limited
January 12, 2024
Page 4

and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Tonya Aldave at 202-551-3601 or James Lopez at
202-551-3536 with any
other questions.



                                                           Sincerely,
FirstName LastNameMark Cloutier
                                                           Division of
Corporation Finance
Comapany NameAspen Insurance Holdings Limited
                                                           Office of Finance
January 12, 2024 Page 4
cc:       Robert A. Ryan, Esq.
FirstName LastName
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