October 9, 2024

Audrey Taranto, Esq.
General Counsel
Enstar Group Limited
A.S. Cooper Building, 4th Floor
26 Reid Street
Hamilton HM11
Bermuda

       Re: Enstar Group Limited
           Schedule 13E-3 filed September 30, 2024
           File No. 005-83620
           Preliminary Proxy Statement on Schedule 14A filed September 30, 2024
           001-33289
Dear Audrey Taranto Esq.:

       We have reviewed your filings 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 these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.

Schedule 13E-3 filed September 30, 2024
Proposal 2: The Second Bye-Law Amendment, page 116

1.     We note your revised disclosure in response to comment 19 that if
approved,    bye-law
       79 will apply to derivative actions or proceedings brought on behalf of
Enstar,
       including actions or proceedings arising under the Securities Act or the
Exchange
       Act    (emphasis added). Please disclose, if true, that bye-law 79 will
not apply to any
       direct action or proceeding brought by a shareholder arising under the
Securities Act
       or the Exchange Act.
General

2.     We note your response to prior comment 3. Please disclose any
relationship between
 October 9, 2024
Page 2

       Alan Waxman, Elk Evergreen Investments, LLC, Elk Cypress Investments,
LLC,
       or TSSP Sub-Fund HoldCo, LLC and any of the Buyer Parties (e.g., as part
of the
       overarching Sixth Street organization) or, if true, disclose that no
such relationship
       exists. Additionally, while we are unable to agree with your analysis
that Stone Point
       is not an affiliate of the Company, we do not have any further comment
at this time
       based on your analysis and representations that Stone Point is not
engaged, directly or
       indirectly, in the Rule 13e-3 transaction.
        We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

      Please direct any questions to Laura McKenzie at 202-551-4568 or Perry
Hindin at
202-551-3444.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Mergers &
Acquisitions
cc:   Ben Goodchild