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                              June 22, 2023

       Daniel Burrows
       Chief Executive Officer
       Fidelis Insurance Holdings Limited
       Waterloo House
       100 Pitts Bay Road
       Pembroke
       Bermuda HM08

                                                        Re: Fidelis Insurance
Holdings Limited
                                                            Amendment No. 3 to
                                                            Registration
Statement on Form F-1
                                                            Filed June 20, 2023
                                                            File No. 333-271270

       Dear Daniel Burrows:

             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.
Unless we note
       otherwise, our references to prior comments are to comments in our May
16, 2023 letter.

       Amendment No. 3 to Registration Statement on Form F-1

       Use of Proceeds, page 92

   1.                                                   We note your disclosure
that "[a]n increase in the offering price above the midpoint of the
                                                        estimated offering
price range set forth on the cover page of this prospectus will result in
                                                        [you] selling fewer
Common Shares such that [y]our gross proceeds will not exceed
                                                        $100.0 million." Please
tell us how this offering term is consistent with the requirement
                                                        of Item 501(b)(2) of
Regulation S-K to disclose the amount of securities offered. In
                                                        addition, such
disclosure does not appear to be customary. If you believe it is, please
 Daniel Burrows
Fidelis Insurance Holdings Limited
June 22, 2023
Page 2
         advise and provide examples. Also tell us where these arrangements or
understandings,
         for decreasing or increasing the number of shares to be sold if you
price above or below
         the midpoint, are written, or advise. We do not see this in the
underwriting agreement.
         Disclose the formula for determining how many shares will be sold
depending on how far
         above or below the midpoint you actually price.
Exhibit Index, page II-4

2.       Please revise the legend to your Exhibit Index to clearly identify
which exhibits contain
         redactions pursuant to Item 601(b)(10)(iv) of Regulation S-K by using
a unique symbol to
         identify such exhibits. In this regard, we note your disclosure that
"**" indicates both
         exhibits with schedules that have been omitted pursuant to Item
601(a)(5) of Regulation
         S-K and exhibits with portions that have been redacted pursuant to
Item 601(b)(10)(iv) of
         Regulation S-K. In addition, please revise each exhibit that has
redactions to include a
         prominent statement on the first page of the exhibit that certain
identified information has
         been excluded because it is both not material and the type of
information that the
         registrant treats as private or confidential, and add brackets
indicating where the
         information has been omitted from the filed version of the exhibit.
Refer to Item
         601(b)(10)(iv) of Regulation S-K.
        You may contact Ben Phippen at 202-551-3697 or Amit Pande, Accounting
Branch
Chief, at 202-551-3423 if you have questions regarding comments on the
financial statements
and related matters. Please contact Sonia Bednarowski at 202-551-3666 or John
Dana Brown at
202-551-3859 with any other questions.



FirstName LastNameDaniel Burrows                               Sincerely,
Comapany NameFidelis Insurance Holdings Limited
                                                               Division of
Corporation Finance
June 22, 2023 Page 2                                           Office of
Finance
FirstName LastName