November 10, 2016

Ms. Suzanne Hayes

Assistant Director

Office of Healthcare and Insurance

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE - Mail Stop 4720

Washington, D.C. 20549

Dear Ms. Hayes:

On behalf of Athene Holding Ltd. (the “Registrant”), enclosed for review by the Securities and Exchange Commission (the “Commission”) is Amendment No. 4 to the Registration Statement on Form S-1, File No. 333-211243, of the Registrant (as amended, the “Registration Statement”). The Registration Statement has been revised to respond to the comments of the Staff of the Commission (the “Staff”) that were contained in your letter dated November 7, 2016 (the “Comment Letter”) and to effect such other changes as the Registrant deems appropriate. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Comment Letter or Registration Statement, as applicable.

Set forth below are the responses of the Registrant to the comments in the Comment Letter. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the response of the Registrant. Page numbers refer to page numbers of the unmarked version of the Registration Statement as submitted on the date of this letter.

Notes to Consolidated Financial Statements

2. Change in Accounting Policy and Revisions, pages F-12 and F-123

A Modco agreement is a single agreement between the cedant and the assuming reinsurer, comprised of two main components. From the reinsurer’s perspective, consistent with a coinsurance contract, one component is the liability, i.e., the promise to indemnify the cedant for the underlying reinsured risk (e.g., life insurance or annuity contracts written by the cedant). The second component is the financing element, i.e., a receivable that bears a return based on specified investment assets of the cedant. Because the Modco agreement is one agreement, and because the parties are required by the agreement to settle net each period, net presentation of the assets and liabilities arising from Modco agreements is an acceptable and commonly used industry practice.

Additionally, ASC 944-210-55-2 indicates that several balances arising from reinsurance agreements (including funds withheld on ceded premium, commissions, unsettled claims, and funds advanced by the assuming entity) may qualify for offsetting under the conditions set forth in ASC 210-20. ASC 210-20-45-1 lists the following four conditions that must be met in order for entities to offset assets and liabilities:

If those conditions are met, entities may elect to present balances net or gross. The Company’s Modco agreements meet all of the conditions set forth in ASC 210-20-45-1, as follows:

Going forward, we believe that in our fact pattern, a preferable presentation, which is also an acceptable and commonly used industry practice and identified in GAAP literature (815-15-55-107 through 55-108), is to present the two sub-components of the agreement as two separate units of account, the receivable and the liability, on a gross basis. This approach is acceptable given that under ASC 210-20, even if the four conditions for offsetting are met, entities may still elect to present balances on a gross basis.

We believe that gross presentation provides better information to users of the financial statements because it increases transparency to the risks of the business and presents the components on a basis more consistent with similar funds withheld and coinsurance transactions. Gross presentation separates the investment sub-component of the transaction (i.e., the “receivable” and related total return on the receivable linked to the cedant’s assets) from the “liability” sub-component of the transaction (in the case of an annuity, the promise to provide a return equal to the specified policyholder crediting rates in the underling direct contracts). This presentation puts the Modco agreements on the same basis as the economically equivalent funds withheld agreements, as well as presenting the arrangements on an “equivalent” basis with similar direct business that is written.

Given this analysis, the change to gross presentation represents a change in accounting principle on the basis of preferability rather than a correction of an error.

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22. Subsequent Events, page F-102

In response to the Staff’s comment, the Registrant has modified the disclosure in Note 22 on page F-102 of the Registration Statement to clarify which aspects of the subsequent events footnote have been audited.

* * * * * * *

We would be grateful if the Staff would provide any comments to the revised Registration Statement at its earliest convenience so that we may provide any additional responses required.

Should you wish to discuss the enclosed materials at any time, please do not hesitate to contact me.

Very truly yours,

/s/ Samir A. Gandhi

Samir A. Gandhi

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