CORRESP: A correspondence can be sent as a document with another submission type or can be sent as a separate submission.

[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
- ----------------------
Robert B. Stebbins



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


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