FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mitchell H Elizabeth 		2. Issuer Name and Ticker or Trading Symbol

PLATINUM UNDERWRITERS HOLDINGS LTD [ PTP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO - Platinum US
(Last)          (First)          (Middle)

PLATINUM UNDERWRITERS REINSURANCE, INC., 140 BROADWAY, SUITE 4200 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/2/2015
(Street)

NEW YORK, NY 10005
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

3/2/2015 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares   3/2/2015     D    67561   (1) D   (2) (3) (4) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Disposed of in connection with the Agreement and Plan of Merger ("Merger Agreement") between the Issuer, RenaissanceRe Holdings Ltd. ("RenaissanceRe") and Port Holdings Ltd., dated as of November 23, 2014.
( 2)  Pursuant to the terms of the Merger Agreement, upon closing of the merger, these Common Shares were cancelled and the holder received, per her election, an amount equal to 0.4073 common shares of RenaissanceRe and $24.66 in cash per each of her Common Shares with respect to 59,231 of her Common Shares and $66.00 in cash per each of her Common Shares with respect to 8,330 of her Common Shares. Fractional RenaissanceRe common shares were paid in cash.
( 3)  This consideration amount was prorated as provided for in the Merger Agreement. Specifically, the share consideration was prorated so that the reporting person received 0.4073 RenaissanceRe common shares and $24.66 in cash per each of her 59,231 Common Shares pursuant to which she made the share consideration election, rather than 0.6504 RenaissanceRe common shares.
( 4)  To gain access to the filing system, this line item is being re-reported only to amend footnotes 2 and 3 to state the exact amount of consideration the reporting person received following adjustments due to proration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mitchell H Elizabeth
PLATINUM UNDERWRITERS REINSURANCE, INC.
140 BROADWAY, SUITE 4200
NEW YORK, NY 10005

President & CEO - Platinum US

Signatures
Molly E. Gardner, Attorney-in-fact 3/20/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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