[LETTERHEAD OF WILLKIE FARR & GALLAGHER LLP]

March 10, 2005

VIA EDGAR
- ---------

Mr. Joseph J. Roesler
Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 03-09
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  RenaissanceRe Holdings Ltd.
     Form 8-K Item 4.02
     Filed February 24, 2005
     -----------------------

Dear Mr. Roesler:

On behalf of RenaissanceRe Holdings Ltd. (the "Company"), we are responding to
the comments of the staff (the "Staff") of the Securities and Exchange
Commission pertaining to the Company's Form 8-K, filed February 24, 2005 (the
"Filing").

We have set forth each of the Staff's comments below in italics with the
Company's corresponding response.

                                    * * * * *

Form 8-K Item 4.02, Filed February 24, 2005

1. Please disclose the date of the conclusion regarding the non-reliance of the
   financial statements.

         Response: To comply with the Staff's request, the Company proposes to
         file a Form 8-K/A disclosing the following:

                  "On February 16, 2005, management of the Company determined,
                  with consultation of the Board of Directors, that it was
                  appropriate for the Company to restate its financial
                  statements for the years ended December 31, 2001, 2002 and
                  2003 to correct accounting errors associated with reinsurance
                  ceded by the Company, which determination was




                  previously announced in a press release dated February 22,
                  2005. Accordingly, the financial statements referred to in
                  the preceding sentence should not be relied upon. This press
                  release was filed with the Securities and Exchange
                  Commission."

2.   Please include a statement of whether the audit committee discussed with
     the company's independent accountant the subject matter giving rise to the
     conclusion.

         Response: The Company indicated in the Filing that it had discussed the
         subject matter disclosed in the Filing pursuant to Item 4.02(a) with
         the Company's independent accountant. The Company believes it satisfied
         the requirements of Item 4.02(a) of Form 8-K which requires "a
         statement of whether the audit committee, or the board of directors in
         the absence of an audit committee, or authorized officer or officers,
         discussed with the registrant's independent accountant, the matters
         disclosed in the filing pursuant to this Item 4.02(a)." This is also
         similar to the presentation set forth in the recent Form 8-K filings of
         numerous other registrants (see CAS Medical Systems, Inc. (filed
         February 28, 2005); Clancy Systems International, Inc. (filed February
         25, 2005); Silverado Gold Mines Ltd. (filed February 9, 2005);
         ZipRealty, Inc. (filed February 8, 2005); ANC Rental Corporation (filed
         February 3, 2005); Airtrax, Inc. (filed January 28, 2005); Volt
         Information Sciences, Inc. (filed January 14, 2005); Gammacan
         International, Inc. (filed January 13, 2005); and Dollar General
         Corporation (filed March 3, 2005)). However, the Company will comply
         with the Staff's request in comment two by disclosing the following:
         "Authorized officers of the Company, as well as its Audit Committee,
         discussed with Ernst & Young, the Company's independent accountant, the
         matters disclosed pursuant to Item 4.02(a)."

                                    * * * * *

Should you have any questions concerning this letter please call John S.
D'Alimonte of this office at (212) 728-8212 or the undersigned at (212)
728-8736.

Very truly yours,

/s/ Robert B. Stebbins
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Robert B. Stebbins



cc:  Mr. John M. Lummis
     Stephen H. Weinstein, Esq.
     John S. D'Alimonte, Esq.


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