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                             August 26, 2021

       Alphonse Valbrune
       Chief Legal Officer
       Clearwater Analytics Holdings, Inc.
       777 W. Main Street
       Suite 900
       Boise, ID 83702

                                                        Re: Clearwater
Analytics Holdings, Inc.
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted August
13, 2021
                                                            CIK No. 0001866368

       Dear Mr. Valbrune:

             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
August 6, 2021 letter.

       Amendment No. 2 to Draft Registration Statement on Form S-1

       Description of Certain Indebtedness, page 144

   1.                                                   Please file your New
Credit Agreements for your prospective $55 million term loan and
                                                        $125 million revolving
line of credit as exhibits pursuant to Item 601(b)(10) of Regulation
                                                        S-K.
 Alphonse Valbrune
FirstName
Clearwater LastNameAlphonse
           Analytics Holdings,Valbrune
                              Inc.
Comapany
August 26, NameClearwater
           2021            Analytics Holdings, Inc.
August
Page 2 26, 2021 Page 2
FirstName LastName
Unaudited Pro Forma Consolidated Financial Information
Notes to unaudited pro forma consolidated statements of operations, page 74

2.       We note that you have not included any pro forma adjustments related
to the Tax
         Receivable Agreement. Please include a quantified discussion, either
in the introductory
         paragraphs or in the in the pro forma footnotes, of the potential
payments due under the
         Tax Receivable Agreement assuming the exchange of all LLC interests.
Also,
         disclose the factors that may impact such amounts, such as the market
price of your stock
         at the time of exchange, the prevailing federal tax rate and whether
the company has
         generated taxable income to realize the benefits from this Agreement.
3.       We note that your new credit agreement is still in negotiations. If
the terms of this debt
         remain subject to change, please revise your footnote to quantify the
impact on your pro
         forma presentation of reasonably possible changes in the terms of the
debt. Refer to
         Article 11-02(a)(10) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 92

4.       Please expand your discussion of the change in accounts receivable
caused by the aging of
         receivables due to changes in certain customer's internal processes.
In this regard, please
         discuss how these changes caused your accounts receivable to increase
and whether the
         increase is expected to continue.
Consolidated Financial Statements
Consolidated Statements of Members' Deficit, page F-9

5.       Please revise to include a Statement of Members' Deficit for the
comparative interim
         period. Refer to Article 10-01(a)(7) of Regulation S-X.
       You may contact Rebekah Lindsey, Senior Staff Accountant at (202)
551-3303 or
Kathleen Collins, Accounting Branch Chief at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney at (202) 551-3297 or Jan Woo, Legal Branch Chief at (202) 551-3453
with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Joshua N. Korff, Esq.