**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **FORM
        10-Q**
 
 x
                  **PURSUANT
                      TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                      1934**
 For
        the
        quarterly period ended June 30, 2007
 
 OR
 
  ̈
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934**
 For
        the
        transition period from __________ to __________
 
 Commission
        File Number 001-31341
 
 **PLATINUM
        UNDERWRITERS HOLDINGS, LTD.**
 (Exact
        name of registrant as specified in its charter)
 
 Bermuda
              
              98-0416483(State
                  or other jurisdiction of incorporation or organization)
              
              (I.R.S.
                  Employer Identification No.)
 
 The
                  Belvedere Building
                69
                  Pitts Bay Road
                Pembroke,
                  Bermuda
              
              HM
                  08(Address
                  of principal executive offices)
              
              (Zip
                  Code)
 
 (441)
        295-7195
 (Registrant's
          telephone number, including area code)
 
 Not
        Applicable
 (Former
          name, former address and former fiscal year, if changed since last
          report)
 
 Indicate
        by check mark whether the registrant: (1) has filed all reports required
        to be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for such shorter period that the registrant was required
        to file such reports), and (2) has been subject to such filing requirements
        for
        the past 90 days.      YesxNo  ̈
 
 Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer or a non-accelerated filer.  See definition of
        "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
        Act. (Check one):
  Large
                  accelerated filerx
              
              Accelerated
                  filer ̈
              
              Non-accelerated
                  filer ̈
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange
        Act).         Yes  ̈ No x
 
 As
        of
        July 12, 2007, there were outstanding 60,172,313 common shares, par value
        $0.01
        per share, of the registrant.
  
 
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD.
 QUARTERLY
        REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2007
 
 TABLE
        OF
        CONTENTS
 
 PagePART
                  I  –  FINANCIAL INFORMATIONItem
                  1.
              Condensed
                  Consolidated Financial
                  StatementsConsolidated
                  Balance Sheets as of June 30, 2007
                  (Unaudited) and  December 31, 2006
              1Consolidated
                  Statements of Operations and Comprehensive
                  Income for the Three and Six Months Ended June 30, 2007 and 2006
                  (Unaudited)
              2Consolidated
                  Statements of Changes in Shareholders’ Equity
                  for the Six Months Ended June 30, 2007 and 2006
                  (Unaudited)
              3Consolidated
                  Statements of Cash Flows for the Six Months
                  Ended  June 30, 2007 and 2006
                  (Unaudited)
              4Notes
                  to Condensed Consolidated Financial Statements for the
                  Three and Six Months Ended June 30, 2007 and 2006
                  (Unaudited)
              5Item
                  2.
              Management's
                  Discussion and Analysis of Financial Condition
                  and Results of Operations
              22Item
                  3.
              Quantitative
                  and Qualitative Disclosures about Market
                  Risk
              42Item
                  4.
              Controls
                  and Procedures
              43PART
                  II  –  OTHER INFORMATIONItem
                  2.
              Unregistered
                  Sales of Equity Securities and Use of
                  Proceeds
              45Item
                  4.
              Submission
                  of Matters to a Vote of Security
                  Holders
              45Item
                  6.
              Exhibits
              46SIGNATURES
              47
  ***Table
            of Contents***
  **PART
        I - FINANCIAL INFORMATION**
  **ITEM
                  1.**
              **CONDENSED
                  CONSOLIDATED FINANCIAL
                  STATEMENTS**
 PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Consolidated
        Balance Sheets
 ($
        in
        thousands, except share data)
 
 (Unaudited)June 30,
                  2007
              
              
              December 31,
                  2006**ASSETS**Investments:Fixed
                  maturity available-for-sale securities at fair value  (amortized
                  cost – $3,427,964 and $3,276,970, respectively)
              
              $
              3,354,590
              
              
              $
              3,226,354Fixed
                  maturity trading securities at fair value  (amortized cost –
                  $126,090 and $110,845, respectively)
              
              
              120,903
              
              
              
              108,291Preferred
                  stocks (cost – $11,246 and $11,246, respectively)
              
              
              10,180
              
              
              
              10,772Other
                  invested asset
              
              
              –
              
              
              
              4,745Short-term
                  investments
              
              
              4,849
              
              
              
              27,123Total
                  investments
              
              
              3,490,522
              
              
              
              3,377,285Cash
                  and cash equivalents
              
              
              922,475
              
              
              
              851,652Accrued
                  investment income
              
              
              35,714
              
              
              
              32,682Reinsurance
                  premiums receivable
              
              
              336,865
              
              
              
              377,183Reinsurance
                  recoverable on ceded losses and loss adjustment expenses
              
              
              35,657
              
              
              
              57,956Prepaid
                  reinsurance premiums
              
              
              8,220
              
              
              
              9,680Funds
                  held by ceding companies
              
              
              227,507
              
              
              
              238,499Deferred
                  acquisition costs
              
              
              83,078
              
              
              
              82,610Income
                  tax recoverable
              
              
              –
              
              
              
              7,515Deferred
                  tax assets
              
              
              47,171
              
              
              
              38,577Other
                  assets
              
              
              11,373
              
              
              
              19,928Total
                  assets
              
              $
              5,198,582
              
              
              $
              5,093,567**LIABILITIES
                  AND SHAREHOLDERS’ EQUITY**LiabilitiesUnpaid
                  losses and loss adjustment expenses
              
              $
              2,393,672
              
              
              $
              2,368,482Unearned
                  premiums
              
              
              354,918
              
              
              
              349,792Reinsurance
                  deposit liabilities
              
              
              5,567
              
              
              
              4,009Debt
                  obligations
              
              
              292,840
              
              
              
              292,840Ceded
                  premiums payable
              
              
              7,065
              
              
              
              17,597Commissions
                  payable
              
              
              118,805
              
              
              
              140,835Deferred
                  tax liabilities
              
              
              –
              
              
              
              4,234Other
                  liabilities
              
              
              34,689
              
              
              
              57,717Total
                  liabilities
              
              
              3,207,556
              
              
              
              3,235,506Shareholders’
                  EquityPreferred
                  shares, $.01 par value, 25,000,000 shares authorized, 5,750,000
                  shares
                  issued and outstanding
              
              
              57
              
              
              
              57Common
                  shares, $.01 par value, 200,000,000 shares authorized, 60,077,313
                  and
                  59,671,959 shares issued and outstanding, respectively
              
              
              601
              
              
              
              597Additional
                  paid-in capital
              
              
              1,553,813
              
              
              
              1,545,979Accumulated
                  other comprehensive loss
              
              
              (67,830
              )
              
              
              (44,289
              )Retained
                  earnings
              
              
              504,385
              
              
              
              355,717Total
                  shareholders' equity
              
              
              1,991,026
              
              
              
              1,858,061Total
                  liabilities and shareholders' equity
              
              $
              5,198,582
              
              
              $
              5,093,567
 
 
 See
        accompanying Notes to the Condensed consolidated financial
        statements.
  -1-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND
        SUBSIDIARIES
 Consolidated
        Statements of Operations and Comprehensive Income (Unaudited)
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
 ($
        in
        thousands, except per share data)
 
 Three
                  Months Ended
              
              Six
                  Months EndedJune 30,
              
              June 30,2007
              
              2006
              
              2007
              
              2006Revenue:Net
                  premiums earned
              
              $
              295,918
              
              
              337,065
              
              
              580,766
              
              $
              681,366Net
                  investment income
              
              
              54,684
              
              
              45,348
              
              
              106,383
              
              
              88,863Net
                  realized gains (losses) on investments
              
              
              (1,639
              )
              
              14
              
              
              (1,657
              )
              
              79Other
                  expense
              
              
              (2,206
              )
              
              (2,324
              )
              
              (2,986
              )
              
              (3,641
              )Total
                  revenue
              
              
              346,757
              
              
              380,103
              
              
              682,506
              
              
              766,667Expenses:Net
                  losses and loss adjustment expenses
              
              
              164,431
              
              
              187,464
              
              
              346,344
              
              
              394,238Net
                  acquisition expenses
              
              
              56,827
              
              
              76,052
              
              
              104,947
              
              
              145,291Operating
                  expenses
              
              
              26,108
              
              
              23,392
              
              
              49,314
              
              
              46,380Net
                  foreign currency exchange gains
              
              
              (1,416
              )
              
              (414
              )
              
              (1,458
              )
              
              (689
              )Interest
                  expense
              
              
              5,456
              
              
              5,450
              
              
              10,911
              
              
              10,900Total
                  expenses
              
              
              251,406
              
              
              291,944
              
              
              510,058
              
              
              596,120Income
                  before income tax expense
              
              
              95,351
              
              
              88,159
              
              
              172,448
              
              
              170,547Income
                  tax expense
              
              
              4,701
              
              
              6,411
              
              
              8,965
              
              
              11,763Net
                  income
              
              
              90,650
              
              
              81,748
              
              
              163,483
              
              
              158,784Preferred
                  dividends
              
              
              2,602
              
              
              2,602
              
              
              5,204
              
              
              5,178Net
                  income attributable to common shareholders
              
              $
              $88,048
              
              
              79,146
              
              
              158,279
              
              $
              153,606Earnings
                  per share:Basic
                  earnings per share
              
              $
              1.47
              
              
              1.34
              
              
              2.64
              
              $
              2.60Diluted
                  earnings per share
              
              $
              1.34
              
              
              1.24
              
              
              2.42
              
              $
              2.40Comprehensive
                  income:Net
                  income
              
              $
              90,650
              
              
              81,748
              
              
              163,483
              
              $
              158,784Other
                  comprehensive income (loss):Net
                  change in unrealized gains and losses on available-for-sale securities,
                  net of deferred taxes
              
              
              (32,294
              )
              
              (24,580
              )
              
              (22,865
              )
              
              (59,895
              )Cumulative
                  translation adjustments
              
              
              (632
              )
              
              171
              
              
              (676
              )
              
              175Comprehensive
                  income
              
              $
              57,724
              
              
              57,339
              
              
              139,942
              
              $
              99,064Shareholder
                  dividends:Preferred
                  dividends declared
              
              $
              2,602
              
              
              2,602
              
              
              5,204
              
              $
              4,614Preferred
                  dividends declared per share
              
              
              0.45
              
              
              0.45
              
              
              0.91
              
              
              0.80Common
                  dividends declared
              
              
              4,827
              
              
              4,754
              
              
              9,611
              
              
              9,487Common
                  dividends declared per share
              
              $
              0.08
              
              
              0.08
              
              
              0.16
              
              $
              0.16
 
 
 See
        accompanying Notes to the Condensed consolidated financial
        statements.
  -2-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND
        SUBSIDIARIES
 Consolidated
        Statements of Changes in Shareholders’ Equity (Unaudited)
 For
        the
        Six Months Ended June 30, 2007 and 2006
 ($
        in
        thousands)
 
 2007
              
              2006Preferred
                  shares:Balances
                  at beginning and end of periods
              
              $
              57
              
              $
              57Common
                  shares:Balances
                  at beginning of period
              
              
              597
              
              
              590Exercise
                  of share options
              
              
              7
              
              
              4Issuance
                  of restricted shares
              
              
              –
              
              
              1Purchase
                  of common shares
              
              
              (3
              )
              
              –Balances
                  at end of period
              
              
              601
              
              
              595Additional
                  paid-in-capital:Balances
                  at beginning of period
              
              
              1,545,979
              
              
              1,527,316Exercise
                  of common share options
              
              
              16,804
              
              
              10,486Share
                  based compensation
              
              
              3,233
              
              
              3,692Purchase
                  of common shares
              
              
              (12,572
              )
              
              –Tax
                  benefit of share options
              
              
              369
              
              
              –Transfer
                  of unearned common share grant compensation
              
              
              –
              
              
              (2,467
              )Balances
                  at end of period
              
              
              1,553,813
              
              
              1,539,027Unearned
                  common share grant compensation:Balances
                  at beginning of period
              
              
              –
              
              
              (2,467
              )Transfer
                  of unearned common share grant compensation
              
              
              –
              
              
              2,467Balances
                  at end of period
              
              
              –
              
              
              –Accumulated
                  other comprehensive loss:Balances
                  at beginning of period
              
              
              (44,289
              )
              
              (40,718
              )Net
                  change in unrealized gains and losses on available-for-sale securities,
                  net of deferred tax
              
              
              (22,865
              )
              
              (59,895
              )Net
                  change in cumulative translation adjustments
              
              
              (676
              )
              
              175Balances
                  at end of period
              
              
              (67,830
              )
              
              (100,438
              )Retained
                  earnings:Balances
                  at beginning of period
              
              
              355,717
              
              
              55,471Net
                  income
              
              
              163,483
              
              
              158,784Preferred
                  share dividends
              
              
              (5,204
              )
              
              (5,178
              )Common
                  share dividends
              
              
              (9,611
              )
              
              (9,487
              )Balances
                  at end of period
              
              
              504,385
              
              
              199,590Total
                  shareholders’ equity
              
              $
              1,991,026
              
              $
              1,638,831
 
 
 See
        accompanying Notes to the Condensed consolidated financial
        statements.
  -3-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Consolidated
        Statements of Cash Flows (Unaudited)
 For
        the
        Six Months Ended June 30, 2007 and 2006
 ($
        in
        thousands)
 
 2007
              
              2006Operating
                  Activities:Net
                  income
              
              $
              163,483
              
              $
              158,784Adjustments
                  to reconcile net income to cash provided by operations:Depreciation
                  and amortization
              
              
              6,284
              
              
              7,801Net
                  realized (gains) losses on investments
              
              
              1,657
              
              
              (79
              )Net
                  foreign currency exchange gains
              
              
              (1,458
              )
              
              (689
              )Share
                  based compensation
              
              
              3,233
              
              
              3,692Deferred
                  income tax expense
              
              
              (12,050
              )
              
              5,051Trading
                  securities activities
              
              
              (4,709
              )
              
              (9,603
              )Changes
                  in assets and liabilities:Increase
                  in accrued investment income
              
              
              (3,032
              )
              
              (3,259
              )Decrease
                  in reinsurance premiums receivable
              
              
              42,096
              
              
              165,703Decrease
                  in funds held by ceding companies
              
              
              10,992
              
              
              41,552(Increase)
                  decrease in deferred acquisition costs
              
              
              (468
              )
              
              32,268Increase
                  in net unpaid losses and loss adjustment expenses
              
              
              42,904
              
              
              10,898Increase
                  (decrease) in net unearned premiums
              
              
              6,586
              
              
              (73,621
              )Increase
                  in reinsurance deposit liabilities
              
              
              1,558
              
              
              121Increase
                  (decrease) in ceded premiums payable
              
              
              (10,532
              )
              
              18,603Decrease
                  in commissions payable
              
              
              (22,030
              )
              
              (44,831
              )Net
                  changes in other assets and liabilities
              
              
              (10,743
              )
              
              15,131Other
                  net
              
              
              (305
              )
              
              9,583Net
                  cash provided by operating activities
              
              
              213,466
              
              
              337,105Investing
                  Activities:Proceeds
                  from sale of available-for-sale fixed maturity securities
              
              
              15,887
              
              
              190,248Proceeds
                  from maturity or paydown of available-for-sale fixed maturity
                  securities
              
              
              605,260
              
              
              93,933Acquisition
                  of available-for-sale fixed maturity securities
              
              
              (780,459
              )
              
              (663,027
              )Proceeds
                  from sale of other invested asset
              
              
              4,745
              
              
              –Net
                  change in short-term investments
              
              
              22,506
              
              
              (64,565
              )Net
                  cash used in investing activities
              
              
              (132,061
              )
              
              (443,411
              )Financing
                  Activities:Dividends
                  paid to preferred shareholders
              
              
              (5,204
              )
              
              (4,614
              )Dividends
                  paid to common shareholders
              
              
              (9,611
              )
              
              (9,487
              )Proceeds
                  from exercise of share options
              
              
              16,809
              
              
              10,491Purchase
                  of common shares
              
              
              (12,576
              )
              
              –Net
                  cash used in financing activities
              
              
              (10,582
              )
              
              (3,610
              )Net
                  increase (decrease) in cash and cash equivalents
              
              
              70,823
              
              
              (109,916
              )Cash
                  and cash equivalents at beginning of period
              
              
              851,652
              
              
              820,746Cash
                  and cash equivalents at end of period
              
              $
              922,475
              
              $
              710,830Supplemental
                  disclosures of cash flow information:Income
                  taxes paid (recovered)
              
              $
              11,566
              
              $
              (3,366
              )Interest
                  paid
              
              $
              10,740
              
              $
              10,740
 
 See
        accompanying Notes to the Condensed consolidated financial
        statements.
  -4-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND
        SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited)
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
   **1.**
                  **Basis
                      of
                      Presentation**
  Platinum
        Underwriters Holdings, Ltd. ("Platinum Holdings") is a Bermuda holding company
        organized in 2002.  We provide property and marine, casualty and
        finite risk reinsurance coverages, through reinsurance intermediaries, to
        a
        diverse clientele of insurers and select reinsurers on a worldwide
        basis.  Platinum Holdings and its subsidiaries (collectively, the
        "Company") operate through two licensed reinsurance
        subsidiaries:  Platinum Underwriters Bermuda, Ltd. ("Platinum
        Bermuda") and Platinum Underwriters Reinsurance, Inc. ("Platinum
        US").  Through December 31, 2006 we also underwrote business in
        Platinum Re (UK) Limited ("Platinum UK"), our other licensed reinsurance
        subsidiary.  In 2007 Platinum UK ceased underwriting reinsurance
        business.
  The
        condensed consolidated financial statements have been prepared in conformity
        with accounting principles generally accepted in the United States ("U.S.
        GAAP")
        and include the accounts of Platinum Holdings and its consolidated subsidiaries,
        including Platinum Bermuda, Platinum US, Platinum UK, Platinum Underwriters
        Finance, Inc. ("Platinum Finance"), Platinum Regency Holdings ("Platinum
        Regency"), Platinum Administrative Services, Inc. and Platinum UK Services
        Company Limited.  The terms "we", "us", and "our" also refer to
        Platinum Holdings and its consolidated subsidiaries, unless the context
        otherwise indicates.  All material inter-company transactions have
        been eliminated in preparing these condensed consolidated financial
        statements.  The condensed consolidated financial statements included
        in this report as of and for the three and six months ended June 30, 2007
        and 2006 are unaudited and include adjustments consisting of normal recurring
        items that management considers necessary for a fair presentation under U.S.
        GAAP.  These condensed consolidated financial statements should be
        read in conjunction with the consolidated financial statements and related
        notes
        included in our Annual Report on Form 10-K for the year ended December 31,
        2006.
  The
        preparation of financial statements requires us to make estimates and
        assumptions that affect the reported amounts of assets and liabilities and
        disclosure of contingent assets and liabilities at the date of the financial
        statements and the reported amounts of revenues and expenses during the
        reporting period.  Actual results could materially differ from these
        estimates.  The results of operations for any interim period are not
        necessarily indicative of results for the full year.
  *Recently
        Effective Accounting Standards*
  In
        February 2006, the Financial Accounting Standards Board (the "FASB") issued
        Statement of Financial Accounting Standards No. 155, "Accounting for Certain
        Hybrid Instruments, an Amendment of FASB Statements No. 133 and 140" ("SFAS
        155").  SFAS 155 requires that investments in securitized financial
        instruments, such as mortgage-backed and asset-backed securities, be evaluated
        to identify whether they are freestanding investments or hybrid financial
        instruments containing an embedded derivative that requires
        bifurcation.  Subsequent to the issuance of SFAS 155, the FASB issued
        additional guidance in the form of Implementation Issue
        B40.  Implementation Issue B40 provides a narrow scope exception for
        certain securitized interests in prepayable financial assets, subject to
        certain
        criteria.  Securitized financial instruments with the potential for
        prepayment are evaluated under SFAS 155 and related guidance, possibly resulting
        in the bifurcation of an embedded derivative.  The embedded derivative
        is recorded at fair value, with unrealized gains and losses included in other
        income (expense) and the related deferred income tax included in income tax
        expense.  SFAS 155 and related guidance is effective for all financial
        instruments acquired, issued, or subject to a remeasurement event occurring
        for
        the Company after December 31, 2006.  The Company does not have
        any securities with embedded derivatives that require bifurcation under SFAS
        155.
  -5-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited),
        continued
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
   The
        Company adopted the provisions of FASB Interpretation No. 48, "Accounting
        for
        Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109"
        ("FIN
        48") on January 1, 2007.  FIN 48 prescribes a recognition
        threshold and measurement attribute for the financial statement recognition
        and
        measurement of a tax position taken or expected to be taken in a tax return
        and
        provides guidance on derecognition, classification, interest and penalties,
        accounting in interim periods, disclosure, and transition.  The
        adoption of FIN 48 did not have any effect on our results of operations or
        financial condition.  We did not have any unrecognized tax benefits as
        of January 1, 2007 or June 30, 2007.
  *Reclassifications*
  Certain
        reclassifications have been made to the 2006 financial statements in order
        to
        conform to the 2007 presentation.
   **2.**
                  **Investments**
  Investments
        classified as available-for-sale are carried at fair value as of the balance
        sheet date.  Net change in unrealized investment gains and losses on
        available-for-sale securities, net of deferred taxes, for the six months
        ended
        June 30, 2007 and 2006 were as follows ($ in thousands):
  2007
              
              2006Available-for-sale
                  securities
              
              $
              (23,350
              )
              $
              (66,675
              )Less
                  - deferred taxes
              
              
              485
              
              
              6,780Net
                  change in unrealized investment gains and losses
              
              $
              (22,865
              )
              $
              (59,895
              )
 
 Gross
        unrealized gains and losses on available-for-sale securities as of June 30,
        2007 were $580,000 and $75,020,000, respectively.
  The
        unrealized losses on securities classified as available-for-sale, aggregated
        by
        investment category and length of time that individual securities have been
        in a
        continuous unrealized loss position as of June 30, 2007, were as follows ($
        in thousands):
  Fair
                  Value
              
              Unrealized
                LossLess
                  than twelve months:U.S.
                  Government
              
              $
              57,266
              
              $
              647Corporate
                  bonds
              
              
              811,156
              
              
              8,291Mortgage-backed
                  and asset-backed securities
              
              
              593,010
              
              
              12,846Municipal
                  bonds
              
              
              33,598
              
              
              410Foreign
                  governments and states
              
              
              16,196
              
              
              189Total
              
              
              1,511,226
              
              
              22,383
  -6-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited),
        continued
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
  Fair
                  Value
              
              Unrealized
                LossTwelve
                  months or more:U.S.
                  Government
              
              $
              95,425
              
              $
              2,378Corporate
                  bonds
              
              
              770,225
              
              
              22,165Mortgage-backed
                  and asset-backed securities
              
              
              600,721
              
              
              23,315Municipal
                  bonds
              
              
              172,916
              
              
              3,129Foreign
                  governments and states
              
              
              22,624
              
              
              584Preferred
                  stocks
              
              
              10,180
              
              
              1,066Total
              
              
              1,672,091
              
              
              52,637Total
                  of securities with unrealized losses:U.S.
                  Government
              
              
              152,691
              
              
              3,025Corporate
                  bonds
              
              
              1,581,381
              
              
              30,456Mortgage-backed
                  and asset-backed securities
              
              
              1,193,731
              
              
              36,161Municipal
                  bonds
              
              
              206,514
              
              
              3,539Foreign
                  governments and states
              
              
              38,820
              
              
              773Preferred
                  stocks
              
              
              10,180
              
              
              1,066Total
              
              $
              3,183,317
              
              $
              75,020
  We
        routinely review our available-for-sale investments to determine whether
        unrealized losses represent temporary changes in fair value or were the result
        of "other-than-temporary impairments."  The process of determining
        whether a security is other than temporarily impaired is subjective and involves
        analyzing many factors.  These factors include but are not limited
        to:  the overall financial condition of the issuer, the length and
        magnitude of an unrealized loss, specific credit events, and our ability
        and
        intent to hold a security for a sufficient period of time for the value to
        recover the unrealized loss, which is based, in part, on current and anticipated
        future positive net cash flows from operations that generate sufficient
        liquidity in order to meet our obligations.  If we determine that an
        unrealized loss on a security is other than temporary, we write down the
        carrying value of the security and record a realized loss in the statement
        of
        operations.
  As
        of
        June 30, 2007, there were a total of 625 issues in an unrealized loss
        position in our investment portfolio, with the single largest unrealized
        loss
        being $1,646,000.  Corporate, mortgage-backed and asset-backed
        securities represent our largest categories within our available-for-sale
        portfolio and consequently accounted for the greatest amount of our overall
        unrealized loss as of June 30, 2007.  Investment holdings within
        our corporate portfolio were diversified across approximately 30 industry
        sectors, ranging from aerospace to telecommunications, and within each sector
        across many individual issuers and issues.  As of June 30, 2007
        there were 278 corporate issues in an unrealized loss position, with the
        single
        largest unrealized loss being $898,000.  Investment holdings within
        the mortgage-backed and asset-backed portfolio were diversified across a
        number
        of sub-categories.  As of June 30, 2007 there were 266 issues
        within the mortgage-backed and asset-backed portfolio in an unrealized loss
        position, with the single largest unrealized loss being
        $1,646,000.  Overall, our unrealized loss position as of June 30,
        2007 was primarily the result of interest rate increases that impacted all
        investment categories.  We do not consider any of our
        available-for-sale investments to be other than temporarily impaired as of
        June 30, 2007.
  -7-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited),
        continued
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
   As
        of
        December 31, 2006, other invested asset represented an investment in
        Inter-Ocean Holdings Ltd., a privately held reinsurance
        company.  During the first quarter of 2007 we sold this investment at
        its carrying value, resulting in no gain or loss.
   **3.**
                  **Earnings
                      Per Share**
  Following
        is a calculation of the basic and diluted earnings per common share for the
        three and six months ended June 30, 2007 and 2006 ($ in thousands, except
        per share data):
  Net
                Income
              
              Weighted
                Average
                Common
                Shares
                Outstanding
              
              Earnings
                Per
                Common
                ShareThree
                  Months Ended June 30, 2007:Basic
                  earnings per share:Net
                  income attributable to common shareholders
              
              $
              88,048
              
              
              60,061
              
              $
              $1.47Effect
                  of dilutive securities:Common
                  share options, restricted common shares and common share
                  units
              
              
              –
              
              
              2,710Conversion
                  of preferred shares
              
              
              –
              
              
              5,086Preferred
                  share dividends
              
              
              2,602
              
              
              –Adjusted
                  net income for diluted earnings per share
              
              $
              90,650
              
              
              67,857
              
              $
              $1.34Three
                  Months Ended June 30, 2006:Basic
                  earnings per share:Net
                  income attributable to common shareholders
              
              $
              79,146
              
              
              59,224
              
              $
              1.34Effect
                  of dilutive securities:Common
                  share options, restricted common shares and common share
                  units
              
              
              –
              
              
              751Conversion
                  of preferred shares
              
              
              –
              
              
              5,750Preferred
                  share dividends
              
              
              2,602
              
              
              –Adjusted
                  net income for diluted earnings per share
              
              $
              81,748
              
              
              65,725
              
              $
              1.24
  -8-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited),
        continued
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
  
 Net
                Income
              
              Weighted
                Average
                Common
                Shares
                Outstanding
              
              Earnings
                Per
                Common
                ShareSix
                  Months Ended June 30, 2007:Basic
                  earnings per share:Net
                  income attributable to common shareholders
              
              $
              158,279
              
              
              59,891
              
              
              2.64Effect
                  of dilutive securities:Common
                  share options, restricted common shares and common share
                  units
              
              
              –
              
              
              2,372Conversion
                  of preferred shares
              
              
              –
              
              
              5,315Preferred
                  share dividends
              
              
              5,204
              
              
              –Adjusted
                  net income for diluted earnings per share
              
              $
              163,483
              
              
              67,578
              
              
              2.42Six
                  Months Ended June 30, 2006:Basic
                  earnings per share:Net
                  income attributable to common shareholders
              
              $
              153,606
              
              
              59,161
              
              
              2.60Effect
                  of dilutive securities:Common
                  share options, restricted common shares and common share
                  units
              
              
              –
              
              
              1,312Conversion
                  of preferred shares
              
              
              –
              
              
              5,750Preferred
                  share dividends
              
              
              5,178Adjusted
                  net income for diluted earnings per share
              
              $
              158,784
              
              
              66,223
              
              
              2.40
  **4.**
                  **Operating
                      Segment
                      Information**
  We
        conduct our worldwide reinsurance business through three operating segments:
        Property and Marine, Casualty and Finite Risk.  The Property and
        Marine operating segment includes principally property and marine reinsurance
        coverages that are written in the United States and international
        markets.  This operating segment includes property reinsurance, crop
        reinsurance and marine and aviation reinsurance.  The Property and
        Marine operating segment includes reinsurance contracts that are either
        catastrophe excess-of-loss, per-risk excess-of-loss or proportional
        contracts.  The Casualty operating segment includes principally
        reinsurance contracts that cover umbrella liability, general and product
        liability, professional liability, workers' compensation, casualty clash,
        automobile liability, surety, trade credit, political risk and accident and
        health.  The Finite Risk operating segment includes principally
        structured reinsurance contracts with ceding companies whose needs may not
        be
        met efficiently through traditional reinsurance products.  In exchange
        for contractual features that limit our downside risk, reinsurance contracts
        that we classify as finite risk provide the potential for significant profit
        commission to the ceding company.  The classes of risks underwritten
        through finite risk contracts are generally consistent with the classes covered
        by traditional products.  The finite risk contracts that we underwrite
        generally provide prospective protection, meaning coverage is provided for
        losses that are incurred after inception of the contract, as contrasted with
        retrospective coverage, which covers losses that are incurred prior to inception
        of the contract.  The three main categories of finite risk contracts
        are quota share, multi-year excess-of-loss and whole account aggregate stop
        loss.
  -9-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited),
        continued
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
   In
        managing our operating segments, we use measures such as underwriting income
        and
        underwriting ratios to evaluate segment performance.  We do not
        allocate by segment our assets or certain income and expenses such as investment
        income, interest expense and certain corporate expenses.  Total
        underwriting income is reconciled to income before income tax
        expense.  The measures we use in evaluating our operating segments
        should not be used as a substitute for measures determined under U.S.
        GAAP.  The following table summarizes underwriting activity and ratios
        for the operating segments together with a reconciliation of total underwriting
        income to income before income tax expense for the three and six months ended
        June 30, 2007 and 2006 ($ in thousands):
  Property
                and
                  Marine
              
              Casualty
              
              Finite
                  Risk
              
              TotalThree
                  months ended June 30, 2007:Net
                  premiums written
              
              $
              119,226
              
              
              162,548
              
              
              5,949
              
              $
              287,723Net
                  premiums earned
              
              
              125,136
              
              
              163,845
              
              
              6,937
              
              
              295,918Net
                  losses and LAE
              
              
              43,242
              
              
              117,993
              
              
              3,196
              
              
              164,431Net
                  acquisition expenses
              
              
              16,264
              
              
              40,061
              
              
              502
              
              
              56,827Other
                  underwriting expenses
              
              
              10,582
              
              
              6,442
              
              
              593
              
              
              17,617Segment
                  underwriting income (loss)
              
              $
              55,048
              
              
              (651
              )
              
              2,646
              
              
              57,043Net
                  investment income
              
              
              
              
              
              
              
              
              
              
              
              54,684Net
                  realized losses on investments
              
              
              
              
              
              
              
              
              
              
              
              (1,639
              )Net
                  foreign currency exchange gains
              
              
              
              
              
              
              
              
              
              
              
              1,416Other
                  expense
              
              
              
              
              
              
              
              
              
              
              
              (2,206
              )Corporate
                  expenses not allocated to segments
              
              
              
              
              
              
              
              
              
              
              
              (8,491
              )Interest
                  expense
              
              
              
              
              
              
              
              
              
              
              
              (5,456
              )Income
                  before income tax expense
              
              
              
              
              
              
              
              
              
              
              $
              95,351*Ratios:*Net
                  loss and LAE
              
              
              34.6
              %
              
              72.0
              %
              
              46.1
              %
              
              55.6
              %Net
                  acquisition expense
              
              
              13.0
              %
              
              24.5
              %
              
              7.2
              %
              
              19.2
              %Other
                  underwriting expense
              
              
              8.5
              %
              
              3.9
              %
              
              8.5
              %
              
              6.0
              %Combined
              
              
              56.1
              %
              
              100.4
              %
              
              61.8
              %
              
              80.8
              %
  -10-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited),
        continued
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
  
 Property
                and
                  Marine
              
              Casualty
              
              Finite
                  Risk
              
              TotalThree
                  months ended June 30, 2006:Net
                  premiums written
              
              $
              85,624
              
              
              199,298
              
              
              24,840
              
              $
              309,762Net
                  premiums earned
              
              
              113,092
              
              
              185,073
              
              
              38,900
              
              
              337,065Net
                  losses and LAE
              
              
              27,867
              
              
              127,824
              
              
              31,773
              
              
              187,464Net
                  acquisition expenses
              
              
              21,239
              
              
              45,168
              
              
              9,645
              
              
              76,052Other
                  underwriting expenses
              
              
              9,006
              
              
              7,688
              
              
              1,019
              
              
              17,713Segment
                  underwriting income (loss)
              
              $
              54,980
              
              
              4,393
              
              
              (3,537
              )
              
              55,836Net
                  investment income
              
              
              
              
              
              
              
              
              
              
              
              45,348Net
                  realized gains on investments
              
              
              
              
              
              
              
              
              
              
              
              14Net
                  foreign currency exchange gains
              
              
              
              
              
              
              
              
              
              
              
              414Other
                  expense
              
              
              
              
              
              
              
              
              
              
              
              (2,324
              )Corporate
                  expenses not allocated to segments
              
              
              
              
              
              
              
              
              
              
              
              (5,679
              )Interest
                  expense
              
              
              
              
              
              
              
              
              
              
              
              (5,450
              )Income
                  before income tax expense
              
              
              
              
              
              
              
              
              
              
              $
              88,159Ratios:Net
                  loss and LAE
              
              
              24.6
              %
              
              69.1
              %
              
              81.7
              %
              
              55.6
              %Acquisition
                  expense
              
              
              18.8
              %
              
              24.4
              %
              
              24.8
              %
              
              22.6
              %Other
                  underwriting expense
              
              
              8.0
              %
              
              4.2
              %
              
              2.6
              %
              
              5.3
              %Combined
              
              
              51.4
              %
              
              97.7
              %
              
              109.1
              %
              
              83.5
              %Six
                  Months Ended June 30, 2007:Net
                  premiums written
              
              $
              256,880
              
              
              314,731
              
              
              15,029
              
              $
              586,640Net
                  premiums earned
              
              
              244,846
              
              
              317,864
              
              
              18,056
              
              
              580,766Net
                  losses and LAE
              
              
              105,869
              
              
              230,375
              
              
              10,100
              
              
              346,344Net
                  acquisition expenses
              
              
              32,199
              
              
              72,096
              
              
              652
              
              
              104,947Other
                  underwriting expenses
              
              
              20,610
              
              
              13,159
              
              
              1,627
              
              
              35,396Segment
                  underwriting income
              
              $
              86,168
              
              
              2,234
              
              
              5,677
              
              
              94,079Net
                  investment income
              
              
              
              
              
              
              
              
              
              
              
              106,383Net
                  realized losses on investments
              
              
              
              
              
              
              
              
              
              
              
              (1,657
              )Net
                  foreign currency exchange gains
              
              
              
              
              
              
              
              
              
              
              
              1,458Other
                  expense
              
              
              
              
              
              
              
              
              
              
              
              (2,986
              )Corporate
                  expenses not allocated to segments
              
              
              
              
              
              
              
              
              
              
              
              (13,918
              )Interest
                  expense
              
              
              
              
              
              
              
              
              
              
              
              (10,911
              )Income
                  before income tax expense
              
              
              
              
              
              
              
              
              
              
              $
              172,448*Ratios:*Net
                  loss and LAE
              
              
              43.2
              %
              
              72.5
              %
              
              55.9
              %
              
              59.6
              %Net
                  acquisition expense
              
              
              13.2
              %
              
              22.7
              %
              
              3.6
              %
              
              18.1
              %Other
                  underwriting expense
              
              
              8.4
              %
              
              4.1
              %
              
              9.0
              %
              
              6.1
              %Combined
              
              
              64.8
              %
              
              99.3
              %
              
              68.5
              %
              
              83.8
              %
  -11-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited),
        continued
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
  
 Property
                and
                  Marine
              
              Casualty
              
              Finite
                  Risk
              
              TotalSix
                  Months Ended June 30, 2006:Net
                  premiums written
              
              $
              250,888
              
              
              381,648
              
              
              (29,496
              )
              $
              603,040Net
                  premiums earned
              
              
              244,636
              
              
              358,741
              
              
              77,989
              
              
              681,366Net
                  losses and LAE
              
              
              87,695
              
              
              244,389
              
              
              62,154
              
              
              394,238Net
                  acquisition expenses
              
              
              40,888
              
              
              86,522
              
              
              17,881
              
              
              145,291Other
                  underwriting expenses
              
              
              19,034
              
              
              14,023
              
              
              1,944
              
              
              35,001Segment
                  underwriting income (loss)
              
              $
              97,019
              
              
              13,807
              
              
              (3,990
              )
              
              106,836Net
                  investment income
              
              
              
              
              
              
              
              
              
              
              
              88,863Net
                  realized gains on investments
              
              
              
              
              
              
              
              
              
              
              
              79Net
                  foreign currency exchange gains
              
              
              
              
              
              
              
              
              
              
              
              689Other
                  expense
              
              
              
              
              
              
              
              
              
              
              
              (3,641
              )Corporate
                  expenses not allocated to segments
              
              
              
              
              
              
              
              
              
              
              
              (11,379
              )Interest
                  expense
              
              
              
              
              
              
              
              
              
              
              
              (10,900
              )Income
                  before income tax expense
              
              
              
              
              
              
              
              
              
              
              $
              170,547Ratios:Net
                  loss and LAE
              
              
              35.8
              %
              
              68.1
              %
              
              79.7
              %
              
              57.9
              %Net
                  acquisition expense
              
              
              16.7
              %
              
              24.1
              %
              
              22.9
              %
              
              21.3
              %Other
                  underwriting expense
              
              
              7.8
              %
              
              3.9
              %
              
              2.5
              %
              
              5.1
              %Combined
              
              
              60.3
              %
              
              96.1
              %
              
              105.1
              %
              
              84.3
              %
   **5.**
                  **Income
                      Taxes**
  We
        provide for income tax expense based upon income reported in the condensed
        consolidated financial statements and the provisions of currently enacted
        tax
        laws.  Platinum Holdings and Platinum Bermuda are incorporated in
        Bermuda.  Under current Bermuda law, they are not taxed on any Bermuda
        income or capital gains and they have received an assurance that if any
        legislation is enacted in Bermuda that would impose tax computed on profits
        or
        income, or computed on any capital asset, gain or appreciation, or any tax
        in
        the nature of estate duty or inheritance tax, then the imposition of any
        such
        tax will not be applicable to Platinum Holdings or Platinum Bermuda or any
        of
        their respective operations, shares, debentures or other obligations until
        March
        28, 2016.  We also have subsidiaries in the United States, United
        Kingdom and Ireland that are subject to the tax laws thereof.  The
        income tax returns of our U.S. based subsidiaries that remain open to
        examination are for calendar years 2003 and forward.
  A
        reconciliation of expected income tax expense, computed by applying a 35%
        income
        tax rate to income before income taxes, to actual income tax expense for
        the six
        months ended June 30, 2007 and 2006 was as follows ($ in
        thousands):
  -12-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited),
        continued
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
   2007
              
              2006Expected
                  income tax expense at 35%
              
              $
              60,357
              
              $
              59,691Effect
                  of foreign income subject to tax at rates other than 35%
              
              
              (53,158
              )
              
              (46,813
              )Tax
                  exempt investment income
              
              
              (1,015
              )
              
              (1,139
              )Other,
                  net
              
              
              2,781
              
              
              24Income
                  tax expense
              
              $
              8,965
              
              $
              11,763
  **6.**
                  **Condensed
                      Consolidating Financial
                      Information**
  Platinum
        Finance is a U.S. based intermediate holding company and a wholly owned
        subsidiary of Platinum Regency.  The outstanding Series B 7.5% Notes,
        due June 1, 2017, issued by Platinum Finance are fully and unconditionally
        guaranteed by Platinum Holdings.  The outstanding Series B 6.371%
        Remarketed Senior Guaranteed Notes, due November 16, 2007, issued by Platinum
        Finance are also fully and unconditionally guaranteed by Platinum
        Holdings.
  The
        payment of dividends from our regulated reinsurance subsidiaries is limited
        by
        applicable laws and statutory requirements of the jurisdictions in which
        the
        subsidiaries operate, including Bermuda, the United States and the United
        Kingdom.  Based on the regulatory restrictions of the applicable
        jurisdictions, the maximum amount available for payment of dividends or other
        distributions by the reinsurance subsidiary of Platinum Finance in 2007 without
        prior regulatory approval is approximately $13,000,000.  The maximum
        amount available for payment of dividends or other distributions by the
        reinsurance subsidiaries of Platinum Holdings in 2007, including the reinsurance
        subsidiary of Platinum Finance, without prior regulatory approval is estimated
        to be approximately $307,000,000.
  The
        tables below present condensed consolidating financial information of Platinum
        Holdings, Platinum Finance and the non-guarantor subsidiaries of Platinum
        Holdings as of June 30, 2007 and December 31, 2006 and for the three
        and six months ended June 30, 2007 and 2006
        ($ in thousands):
  -13-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited),
        continued
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
  
 **Condensed
                  Consolidating Balance Sheet**
                **June
                  30, 2007**
              
              Platinum
                Holdings
              
              Platinum
                Finance
              
              Non-guarantor
                Subsidiaries
              
              Consolidating
                Adjustments
              
              Consolidated**ASSETS**Total
                  investments
              
              $
              –
              
              
              9,816
              
              
              3,480,706
              
              
              –
              
              $
              3,490,522Investment
                  in subsidiaries
              
              
              1,899,224
              
              
              484,808
              
              
              426,813
              
              
              (2,810,845
              )
              
              –Cash
                  and cash equivalents
              
              
              88,605
              
              
              41,127
              
              
              792,743
              
              
              –
              
              
              922,475Reinsurance
                  assets
              
              
              –
              
              
              –
              
              
              691,327
              
              
              –
              
              
              691,327Other
                  assets
              
              
              8,916
              
              
              5,605
              
              
              79,737
              
              
              –
              
              
              94,258Total
                  assets
              
              $
              1,996,745
              
              
              541,356
              
              
              5,471,326
              
              
              (2,810,845
              )
              $
              5,198,582**LIABILITIES
                  AND SHAREHOLDERS’ EQUITY**LiabilitiesReinsurance
                  liabilities
              
              $
              –
              
              
              –
              
              
              2,880,027
              
              
              –
              
              $
              2,880,027Debt
                  obligations
              
              
              –
              
              
              292,840
              
              
              –
              
              
              –
              
              
              292,840Other
                  liabilities
              
              
              5,719
              
              
              2,041
              
              
              26,929
              
              
              –
              
              
              34,689Total
                  liabilities
              
              
              5,719
              
              
              294,881
              
              
              2,906,956
              
              
              –
              
              
              3,207,556Shareholders’
                  EquityPreferred
                  shares
              
              
              57
              
              
              –
              
              
              –
              
              
              –
              
              
              57Common
                  shares
              
              
              601
              
              
              –
              
              
              6,250
              
              
              (6,250
              )
              
              601Additional
                  paid-in capital
              
              
              1,553,813
              
              
              192,573
              
              
              2,052,207
              
              
              (2,244,780
              )
              
              1,553,813Accumulated
                  other comprehensive loss
              
              
              (67,830
              )
              
              (12,023
              )
              
              (79,580
              )
              
              91,603
              
              
              (67,830
              )Retained
                  earnings
              
              
              504,385
              
              
              65,925
              
              
              585,493
              
              
              (651,418
              )
              
              504,385Total
                  shareholders' equity
              
              
              1,991,026
              
              
              246,475
              
              
              2,564,370
              
              
              (2,810,845
              )
              
              1,991,026Total
                  liabilities and shareholders’ equity
              
              $
              1,996,745
              
              
              541,356
              
              
              5,471,326
              
              
              (2,810,845
              )
              $
              5,198,582
  -14-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited),
        continued
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
  
 **Condensed
                  Consolidating Balance Sheet**
                **December 
                  31, 2006**
              
              Platinum
                Holdings
              
              Platinum
                Finance
              
              Non-guarantor
                Subsidiaries
              
              Consolidating
                Adjustments
              
              Consolidated**ASSETS**Total
                  investments
              
              $
              –
              
              
              11,342
              
              
              3,365,943
              
              
              –
              
              $
              3,377,285Investment
                  in subsidiaries
              
              
              1,749,762
              
              
              475,194
              
              
              402,098
              
              
              (2,627,054
              )
              
              –Cash
                  and cash equivalents
              
              
              106,039
              
              
              39,294
              
              
              706,319
              
              
              –
              
              
              851,652Reinsurance
                  assets
              
              
              –
              
              
              –
              
              
              765,928
              
              
              –
              
              
              765,928Income
                  tax recoverable
              
              
              –
              
              
              (1,418
              )
              
              8,933
              
              
              –
              
              
              7,515Other
                  assets
              
              
              9,296
              
              
              3,792
              
              
              78,099
              
              
              –
              
              
              91,187Total
                  assets
              
              $
              1,865,097
              
              
              528,204
              
              
              5,327,320
              
              
              (2,627,054
              )
              $
              5,093,567**LIABILITIES
                  AND SHAREHOLDERS’ EQUITY**LiabilitiesReinsurance
                  liabilities
              
              $
              –
              
              
              –
              
              
              2,880,715
              
              
              –
              
              $
              2,880,715Debt
                  obligations
              
              
              –
              
              
              292,840
              
              
              –
              
              
              –
              
              
              292,840Other
                  liabilities
              
              
              7,036
              
              
              2,024
              
              
              52,891
              
              
              –
              
              
              61,951Total
                  liabilities
              
              
              7,036
              
              
              294,864
              
              
              2,933,606
              
              
              –
              
              
              3,235,506Shareholders’
                  EquityPreferred
                  shares
              
              
              57
              
              
              –
              
              
              –
              
              
              –
              
              
              57Common
                  shares
              
              
              597
              
              
              –
              
              
              6,250
              
              
              (6,250
              )
              
              597Additional
                  paid-in capital
              
              
              1,545,979
              
              
              192,203
              
              
              2,051,468
              
              
              (2,243,671
              )
              
              1,545,979Accumulated
                  other comprehensive loss
              
              
              (44,289
              )
              
              (9,071
              )
              
              (55,012
              )
              
              64,083
              
              
              (44,289
              )Retained
                  earnings
              
              
              355,717
              
              
              50,208
              
              
              391,008
              
              
              (441,216
              )
              
              355,717Total
                  shareholders' equity
              
              
              1,858,061
              
              
              233,340
              
              
              2,393,714
              
              
              (2,627,054
              )
              
              1,858,061Total
                  liabilities and shareholders’ equity
              
              $
              1,865,097
              
              
              528,204
              
              
              5,327,320
              
              
              (2,627,054
              )
              $
              5,093,567
  -15-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited),
        continued
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
  
 **Consolidating
                  Statement of Operations**
                **For
                  the Three Months Ended**
                **June 30,
                  2007**
              
              Platinum
                Holdings
              
              Platinum
                Finance
              
              Non-guarantor
                Subsidiaries
              
              Consolidating
                Adjustments
              
              ConsolidatedRevenue:Net
                  premiums earned
              
              $
              –
              
              
              –
              
              
              295,918
              
              
              –
              
              $
              295,918Net
                  investment income
              
              
              1,297
              
              
              601
              
              
              52,786
              
              
              –
              
              
              54,684Net
                  realized losses on investments
              
              
              –
              
              
              –
              
              
              (1,639
              )
              
              –
              
              
              (1,639
              )Other
                  income (expense), net
              
              
              2,025
              
              
              –
              
              
              (4,231
              )
              
              –
              
              
              (2,206
              )Total
                  revenue
              
              
              3,322
              
              
              601
              
              
              342,834
              
              
              –
              
              
              346,757Expenses:Net
                  losses and loss adjustment expenses
              
              
              –
              
              
              –
              
              
              164,431
              
              
              –
              
              
              164,431Net
                  acquisition expenses
              
              
              –
              
              
              –
              
              
              56,827
              
              
              –
              
              
              56,827Operating
                  expenses
              
              
              8,348
              
              
              90
              
              
              17,670
              
              
              –
              
              
              26,108Net
                  foreign currency exchange gains
              
              
              –
              
              
              –
              
              
              (1,416
              )
              
              –
              
              
              (1,416
              )Interest
                  expense
              
              
              –
              
              
              5,456
              
              
              –
              
              
              –
              
              
              5,456Total
                  expenses
              
              
              8,348
              
              
              5,546
              
              
              237,512
              
              
              –
              
              
              251,406Income
                  (loss) before income tax expense (benefit)
              
              
              (5,026
              )
              
              (4,945
              )
              
              105,322
              
              
              –
              
              
              95,351Income
                  tax expense (benefit)
              
              
              –
              
              
              (1,224
              )
              
              5,925
              
              
              –
              
              
              4,701Income
                  (loss) before equity in earnings of subsidiaries
              
              
              (5,026
              )
              
              (3,721
              )
              
              99,397
              
              
              –
              
              
              90,650Equity
                  in earnings of subsidiaries
              
              
              95,676
              
              
              12,509
              
              
              15,925
              
              
              (124,110
              )
              
              –Net
                  income
              
              
              90,650
              
              
              8,788
              
              
              115,322
              
              
              (124,110
              )
              
              90,650Preferred
                  dividends
              
              
              2,602
              
              
              –
              
              
              –
              
              
              –
              
              
              2,602Net
                  income attributable to common shareholders
              
              $
              88,048
              
              
              8,788
              
              
              115,322
              
              
              (124,110
              )
              $
              88,048
  -16-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited),
        continued
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
  
 **Consolidating
                  Statement of Operations**
                **For
                  the Six Months Ended**
                **June 30,
                  2007**
              
              Platinum
                Holdings
              
              Platinum
                Finance
              
              Non-guarantor
                Subsidiaries
              
              Consolidating
                Adjustments
              
              ConsolidatedRevenue:Net
                  premiums earned
              
              $
              –
              
              
              –
              
              
              580,766
              
              
              –
              
              $
              580,766Net
                  investment income
              
              
              2,655
              
              
              1,239
              
              
              102,489
              
              
              –
              
              
              106,383Net
                  realized losses on investments
              
              
              –
              
              
              –
              
              
              (1,657
              )
              
              –
              
              
              (1,657
              )Other
                  income (expense), net
              
              
              1,855
              
              
              –
              
              
              (4,841
              )
              
              –
              
              
              (2,986
              )Total
                  revenue
              
              
              4,510
              
              
              1,239
              
              
              676,757
              
              
              –
              
              
              682,506Expenses:Net
                  losses and loss adjustment expenses
              
              
              –
              
              
              –
              
              
              346,344
              
              
              –
              
              
              346,344Net
                  acquisition expenses
              
              
              –
              
              
              –
              
              
              104,947
              
              
              –
              
              
              104,947Operating
                  expenses
              
              
              13,659
              
              
              186
              
              
              35,469
              
              
              –
              
              
              49,314Net
                  foreign currency exchange gains
              
              
              –
              
              
              –
              
              
              (1,458
              )
              
              –
              
              
              (1,458
              )Interest
                  expense
              
              
              –
              
              
              10,911
              
              
              –
              
              
              –
              
              
              10,911Total
                  expenses
              
              
              13,659
              
              
              11,097
              
              
              485,302
              
              
              –
              
              
              510,058Income
                  (loss) before income tax expense (benefit)
              
              
              (9,149
              )
              
              (9,858
              )
              
              191,455
              
              
              –
              
              
              172,448Income
                  tax expense (benefit)
              
              
              –
              
              
              (3,406
              )
              
              12,371
              
              
              –
              
              
              8,965Income
                  (loss) before equity in earnings of subsidiaries
              
              
              (9,149
              )
              
              (6,452
              )
              
              179,084
              
              
              –
              
              
              163,483Equity
                  in earnings of subsidiaries
              
              
              172,632
              
              
              22,164
              
              
              25,406
              
              
              (220,202
              )
              
              –Net
                  income
              
              
              163,483
              
              
              15,712
              
              
              204,490
              
              
              (220,202
              )
              
              163,483Preferred
                  dividends
              
              
              5,204
              
              
              –
              
              
              –
              
              
              –
              
              
              5,204Net
                  income attributable to common shareholders
              
              $
              158,279
              
              
              15,712
              
              
              204,490
              
              
              (220,202
              )
              $
              158,279
  -17-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited),
        continued
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
  
 **Consolidating
                  Statement of Operations**
                **For
                  the Three Months Ended**
                **June 30,
                  2006**
              
              Platinum
                Holdings
              
              Platinum
                Finance
              
              Non-guarantor
                Subsidiaries
              
              Consolidating
                Adjustments
              
              ConsolidatedRevenue:Net
                  premiums earned
              
              $
              –
              
              
              –
              
              
              337,065
              
              
              –
              
              $
              337,065Net
                  investment income
              
              
              1,472
              
              
              227
              
              
              43,649
              
              
              –
              
              
              45,348Net
                  realized gains on investments
              
              
              –
              
              
              –
              
              
              14
              
              
              –
              
              
              14Other
                  expense, net
              
              
              –
              
              
              –
              
              
              (2,324
              )
              
              –
              
              
              (2,324
              )Total
                  revenue
              
              
              1,472
              
              
              227
              
              
              378,404
              
              
              –
              
              
              380,103Expenses:Net
                  losses and loss adjustment expenses
              
              
              –
              
              
              –
              
              
              187,464
              
              
              –
              
              
              187,464Net
                  acquisition expenses
              
              
              –
              
              
              –
              
              
              76,052
              
              
              –
              
              
              76,052Operating
                  expenses
              
              
              5,551
              
              
              108
              
              
              17,733
              
              
              –
              
              
              23,392Net
                  foreign currency exchange gains
              
              
              –
              
              
              –
              
              
              (414
              )
              
              –
              
              
              (414
              )Interest
                  expense
              
              
              –
              
              
              5,450
              
              
              –
              
              
              –
              
              
              5,450Total
                  expenses
              
              
              5,551
              
              
              5,558
              
              
              280,835
              
              
              –
              
              
              291,944Income
                  (loss) before income tax expense (benefit)
              
              
              (4,079
              )
              
              (5,331
              )
              
              97,569
              
              
              –
              
              
              88,159Income
                  tax expense (benefit)
              
              
              –
              
              
              (1,866
              )
              
              8,277
              
              
              –
              
              
              6,411Income
                  (loss) before equity in earnings of subsidiaries
              
              
              (4,079
              )
              
              (3,465
              )
              
              89,292
              
              
              –
              
              
              81,748Equity
                  in earnings of subsidiaries
              
              
              85,827
              
              
              22,765
              
              
              12,226
              
              
              (120,818
              )
              
              –Net
                  income
              
              
              81,748
              
              
              19,300
              
              
              101,518
              
              
              (120,818
              )
              
              81,748Preferred
                  dividends
              
              
              2,602
              
              
              –
              
              
              –
              
              
              –
              
              
              2,602Net
                  income attributable to common shareholders
              
              $
              79,146
              
              
              19,300
              
              
              101,518
              
              
              (120,818
              )
              $
              79,146
  -18-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited),
        continued
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
  
 **Consolidating
                  Statement of Operations**
                **For
                  the Six Months Ended**
                **June 30,
                  2006**
              
              Platinum
                Holdings
              
              Platinum
                Finance
              
              Non
                guarantor
                Subsidiaries
              
              Consolidating
                Adjustments
              
              ConsolidatedRevenue:Net
                  premiums earned
              
              $
              –
              
              
              –
              
              
              681,366
              
              
              –
              
              $
              681,366Net
                  investment income
              
              
              2,906
              
              
              447
              
              
              85,510
              
              
              –
              
              
              88,863Net
                  realized gains on investments
              
              
              –
              
              
              –
              
              
              79
              
              
              –
              
              
              79Other
                  income (expense), net
              
              
              1,100
              
              
              –
              
              
              (4,741
              )
              
              –
              
              
              (3,641
              )Total
                  revenue
              
              
              4,006
              
              
              447
              
              
              762,214
              
              
              –
              
              
              766,667Expenses:Net
                  losses and loss adjustment expenses
              
              
              –
              
              
              –
              
              
              394,238
              
              
              –
              
              
              394,238Net
                  acquisition expenses
              
              
              –
              
              
              –
              
              
              145,291
              
              
              –
              
              
              145,291Operating
                  expenses
              
              
              10,872
              
              
              366
              
              
              35,142
              
              
              –
              
              
              46,380Net
                  foreign currency exchange gains
              
              
              –
              
              
              –
              
              
              (689
              )
              
              –
              
              
              (689
              )Interest
                  expense
              
              
              –
              
              
              10,900
              
              
              –
              
              
              –
              
              
              10,900Total
                  expenses
              
              
              10,872
              
              
              11,266
              
              
              573,982
              
              
              –
              
              
              596,120Income
                  (loss) before income tax expense (benefit)
              
              
              (6,866
              )
              
              (10,819
              )
              
              188,232
              
              
              –
              
              
              170,547Income
                  tax expense (benefit)
              
              
              –
              
              
              (3,786
              )
              
              15,549
              
              
              –
              
              
              11,763Income
                  (loss) before equity in earnings of subsidiaries
              
              
              (6,866
              )
              
              (7,033
              )
              
              172,683
              
              
              –
              
              
              158,784Equity
                  in earnings of subsidiaries
              
              
              165,650
              
              
              33,227
              
              
              23,064
              
              
              (221,941
              )
              
              –Net
                  income
              
              
              158,784
              
              
              26,194
              
              
              195,747
              
              
              (221,941
              )
              
              158,784Preferred
                  dividends
              
              
              5,178
              
              
              –
              
              
              –
              
              
              –
              
              
              5,178Net
                  income attributable to common shareholders
              
              $
              153,606
              
              
              26,194
              
              
              195,747
              
              
              (221,941
              )
              $
              153,606
  -19-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited),
        continued
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
  
 **Condensed
                  Consolidating Statement of Cash Flows For the****Six
                  Months Ended****June 30,
                  2007**
              
              Platinum
                Holdings
              
              Platinum
                Finance
              
              Non
                guarantor
                Subsidiaries
              
              Consolidating
                Adjustments
              
              ConsolidatedNet
                  cash provided by (used in) operating activities
              
              $
              (6,853
              )
              
              (9,642
              )
              
              229,961
              
              
              –
              
              $
              213,466Investing
                  Activities:Proceeds
                  from sale of available-for-sale fixed maturity securities
              
              
              –
              
              
              –
              
              
              15,887
              
              
              –
              
              
              15,887Proceeds
                  from maturity or paydown of available-for-sale fixed
                  maturities
              
              
              –
              
              
              1,475
              
              
              603,785
              
              
              –
              
              
              605,260Acquisition
                  of available-for-sale fixed maturities
              
              
              –
              
              
              –
              
              
              (780,459
              )
              
              –
              
              
              (780,459
              )Proceeds
                  from sale of other invested asset
              
              
              –
              
              
              –
              
              
              4,745
              
              
              –
              
              
              4,745Increase
                  in short-term investments
              
              
              –
              
              
              –
              
              
              22,506
              
              
              –
              
              
              22,506Dividends
                  from subsidiaries
              
              
              –
              
              
              10,000
              
              
              –
              
              
              (10,000
              )
              
              –Net
                  cash provided by (used in) investing activities
              
              
              –
              
              
              11,475
              
              
              (133,536
              )
              
              (10,000
              )
              
              (132,061
              )Financing
                  Activities:Dividends
                  paid to preferred shareholders
              
              
              (5,204
              )
              
              –
              
              
              –
              
              
              –
              
              
              (5,204
              )Dividends
                  paid to common shareholders
              
              
              (9,611
              )
              
              –
              
              
              (10,000
              )
              
              10,000
              
              
              (9,611
              )Proceeds
                  from exercise of share options
              
              
              16,809
              
              
              –
              
              
              –
              
              
              –
              
              
              16,809Purchase
                  of common shares
              
              
              (12,576
              )
              
              –
              
              
              –
              
              
              –
              
              
              (12,576
              )Net
                  cash used in financing activities
              
              
              (10,582
              )
              
              –
              
              
              (10,000
              )
              
              10,000
              
              
              (10,582
              )Net
                  increase (decrease) in cash and cash equivalents
              
              
              (17,435
              )
              
              1,833
              
              
              86,425
              
              
              (10,000
              )
              
              70,823Cash
                  and cash equivalents at beginning of period
              
              
              106,039
              
              
              39,294
              
              
              706,319
              
              
              –
              
              
              851,652Cash
                  and cash equivalents at end of period
              
              $
              88,604
              
              
              41,127
              
              
              792,744
              
              
              (10,000
              )
              $
              922,475
  -20-
 ***Table
            of Contents***
  PLATINUM
        UNDERWRITERS HOLDINGS, LTD. AND SUBSIDIARIES
 Notes
        to
        the Condensed Consolidated Financial Statements (Unaudited),
        continued
 For
        the
        Three and Six Months Ended June 30, 2007 and 2006
  
 **Condensed
                  Consolidating Statement of Cash Flows****For
                  the Six Months Ended****June 30,
                  2006**
              
              Platinum
                Holdings
              
              Platinum
                Finance
              
              Non-
                Guarantor
                Subsidiaries
              
              Consolidating
                Adjustments
              
              ConsolidatedNet
                  cash provided by (used in) operating activities
              
              $
              (4,744
              )
              
              (3,060
              )
              
              344,909
              
              
              –
              
              $
              337,105Investing
                  Activities:Proceeds
                  from sale of available-for-sale fixed maturities
              
              
              –
              
              
              –
              
              
              190,248
              
              
              –
              
              
              190,248Proceeds
                  from maturity or paydown of available-for-sale fixed
                  maturities
              
              
              –
              
              
              726
              
              
              93,207
              
              
              –
              
              
              93,933Acquisition
                  of available-for-sale fixed maturities
              
              
              –
              
              
              (498
              )
              
              (662,529
              )
              
              –
              
              
              (663,027
              )Increase
                  in short-term investments
              
              
              –
              
              
              -
              
              
              (64,565
              )
              
              –
              
              
              (64,565
              )Contributions
                  to subsidiaries
              
              
              –
              
              
              (300
              )
              
              300
              
              
              –
              
              
              –Net
                  cash used in investing activities
              
              
              –
              
              
              (
                  72
              )
              
              (443,339
              )
              
              –
              
              
              (443,411
              )Financing
                  Activities:Dividends
                  paid to common shareholders
              
              
              (4,614
              )
              
              –
              
              
              –
              
              
              –
              
              
              (4,614
              )Dividends
                  paid to preferred shareholders
              
              
              (9,487
              )
              
              –
              
              
              –
              
              
              –
              
              
              (9,487
              )Proceeds
                  from exercise of share options
              
              
              10,491
              
              
              –
              
              
              –
              
              
              –
              
              
              10,491Net
                  cash used in financing activities
              
              
              (3,610
              )
              
              –
              
              
              –
              
              
              –
              
              
              (3,610
              )Net
                  increase (decrease) in cash and cash equivalents
              
              
              (8,354
              )
              
              (3,132
              )
              
              (98,430
              )
              
              –
              
              
              (109,916
              )Cash
                  and cash equivalents at beginning of period
              
              
              129,962
              
              
              5,010
              
              
              685,774
              
              
              –
              
              
              820,746Cash
                  and cash equivalents at end of period
              
              $
              121,608
              
              
              1,878
              
              
              587,344
              
              
              –
              
              $
              710,830
  **7.**
                  **Cessation
                      of Underwriting in the United
                      Kingdom**
  During
        2006 we expanded the scale and scope of Platinum Bermuda to become the principal
        carrier for our global catastrophe and financial lines reinsurance portfolios
        and in 2007 we ceased underwriting reinsurance in Platinum
        UK.  Platinum UK filed a Scheme of Operations with the U.K. Financial
        Services Authority in 2007 which outlined actions for Platinum UK to become
        a
        non-underwriting operation and to return a significant portion of its capital
        to
        Platinum Holdings.  These actions include a 100% loss portfolio
        transfer of Platinum UK’s reinsurance business to Platinum Bermuda and a plan
        for the administration of inforce contracts and related
        claims.  During the three months ended June 30, 2007 we executed
        agreements to effect the loss portfolio transfer as well as to return a
        significant portion of the capital of Platinum UK to Platinum Holdings through
        Platinum Regency.
  **8.**
                  **Company
                      Share
                      Repurchase**
  On
        August
        4, 2004, the board of directors of the Company approved a program to repurchase
        up to $50,000,000 of its common shares.  During the three months ended
        June 30, 2007, the Company purchased 363,803 of its common shares in the
        open
        market at an aggregate purchase price of $12,576,000 and a weighted average
        purchase price of $34.57 per share.  The common shares purchased by
        the Company were canceled.  On July 26, 2007 the board of directors of
        the Company approved an increase to the existing program by approximately
        $222,561,000 to a result in authority as of July 26, 2007 to repurchase up
        to a
        total of $250,000,000.
  -21-
 ***Table
            of Contents***
  **ITEM
                  2.**
              **MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                  OPERATIONS**
  
 **Business
        Overview**
  Platinum
        Underwriters Holdings, Ltd. ("Platinum Holdings") is a Bermuda holding company
        organized in 2002.  Platinum Holdings and its subsidiaries
        (collectively, the "Company") operate through two licensed reinsurance
        subsidiaries:  Platinum Underwriters Bermuda, Ltd. ("Platinum
        Bermuda") and Platinum Underwriters Reinsurance, Inc. ("Platinum
        US").  The terms "we", "us", and "our" also refer to Platinum Holdings
        and its consolidated subsidiaries, unless the context otherwise
        indicates.  We provide property and marine, casualty and finite risk
        reinsurance coverages, through reinsurance intermediaries, to a diverse
        clientele of insurers and select reinsurers on a worldwide
        basis.   Through December 31, 2006 we also underwrote
        business in Platinum Re (UK) Ltd. ("Platinum UK").  In 2007 Platinum
        UK ceased underwriting reinsurance business.
  The
        following discussion and analysis should be read in conjunction with the
        consolidated financial statements and related notes thereto and management's
        discussion and analysis of financial condition and results of operations
        included in our Annual Report on Form 10-K for the year ended December 31,
        2006.  Our condensed consolidated financial statements have been
        prepared in accordance with accounting principles generally accepted in the
        United States ("U.S. GAAP").
  We
        write
        property and casualty reinsurance.  Property reinsurance protects a
        ceding company against financial loss arising out of damage to the insured’s
        property or loss of its use caused by an insured peril.  Property
        insurance covers damage principally to buildings and their contents and may
        be
        in the form of catastrophe coverage or per-risk coverage.  Catastrophe
        reinsurance coverage protects a ceding company against losses arising out
        of
        multiple claims for a single event, while per-risk reinsurance coverage protects
        a ceding company against loss arising out of a single claim for a single
        risk or
        policy.  We also write marine reinsurance which protects a ceding
        company against financial loss arising out of damage to ships and
        cargo.  Casualty reinsurance protects a ceding company against
        financial loss arising out of the insured’s obligation to others for loss or
        damage to their persons or property.  Examples of casualty coverages
        are umbrella liability, general and product liability, professional liability,
        workers' compensation, casualty clash, automobile liability, surety, trade
        credit, political risk and accident and health.  Casualty reinsurance
        may also be in the form of catastrophe and per-risk contracts.
  The
        property and casualty reinsurance industry is highly competitive.  We
        compete with reinsurers worldwide, many of which have greater financial,
        marketing and management resources than we do.  Our competitors vary
        by type of business.  Large multi-national and multi-line reinsurers
        represent some of our competitors in all lines and classes, while specialty
        reinsurance companies in the United States compete in selective
        lines.  Financial institutions have also created alternative capital
        market products that compete with reinsurance products, such as reinsurance
        securitization.  Bermuda-based reinsurers tend to be significant
        competitors on property catastrophe business.  Lloyd’s of London
        syndicates are our significant competitors on marine business.  For
        casualty and other international classes of business, the large U.S. and
        European reinsurers are our significant competitors.
  The
        reinsurance industry historically has been cyclical, characterized by periods
        of
        price competition due to excessive underwriting capacity as well as periods
        of
        favorable pricing due to shortages of underwriting capacity.  Cyclical
        trends in the industry and the industry's profitability can also be
        significantly affected by volatile developments, including natural and other
        catastrophes, such as hurricanes, windstorms, earthquakes, floods, fires,
        explosions and terrorist attacks, the frequency and severity of which are
        inherently difficult to predict.  Property and casualty reinsurance
        rates often rise in the aftermath of significant catastrophe
        losses.  To the extent that actual claim liabilities are higher than
        anticipated, the industry's capacity to write new business
        diminishes.  The industry is also affected by changes in the
        propensity of courts to expand insurance coverage and grant large liability
        awards, as well as fluctuations in interest rates, inflation and other changes
        in the economic environment that affect market prices of
        investments.
  -22-
 ***Table
            of Contents***
  **Results
        of Operations**
  **Three
        Months Ended June 30, 2007 as Compared with the Three Months Ended
        June 30, 2006**
  Net
        income for the three months ended June 30, 2007 and 2006 was as follows ($
        in thousands):
  2007
              
              2006
              
              IncreaseNet
                  income
              
              $
              90,650
              
              
              81,748
              
              $
              8,902
 
 The
        increase in net income is primarily due to an increase in net investment
        income
        of $9,336,000.  Underwriting income consists of net premiums earned
        less net losses and loss adjustment expenses ("LAE"), net acquisition expenses
        and operating costs related to underwriting operations.  Underwriting
        income in 2007 was adversely impacted by $6,100,000 from European storm Kyrill
        and $7,000,000 from floods in the United Kingdom.  Net favorable
        development, which includes the development of prior years’ unpaid losses and
        LAE and the related impact on premiums and commissions, contributed to
        underwriting income in 2007 and 2006.  Net favorable development was
        $22,193,000 and $13,343,000 in 2007 and 2006, respectively.
  Gross,
        ceded and net premiums written and earned for the three months ended
        June 30, 2007 and 2006 were as follows ($ in thousands):
  2007
              
              2006
              
              DecreaseGross
                  premiums written
              
              $
              294,462
              
              
              330,045
              
              $
              (35,583
              )Ceded
                  premiums written
              
              
              6,739
              
              
              20,283
              
              
              (13,544
              )Net
                  premiums written
              
              
              287,723
              
              
              309,762
              
              
              (22,039
              )Gross
                  premiums earned
              
              
              301,159
              
              
              359,675
              
              
              (58,516
              )Ceded
                  premiums earned
              
              
              5,241
              
              
              22,610
              
              
              (17,369
              )Net
                  premiums earned
              
              $
              295,918
              
              
              337,065
              
              $
              (41,147
              )
 
 The
        decrease in gross premiums written in 2007 as compared with 2006 was
        attributable to declines in premiums written in the Casualty and Finite Risk
        segments, partially offset by an increase in the Property and Marine
        segment.  The decline in casualty gross premiums written was primarily
        in the excess umbrella class, where fewer opportunities met our underwriting
        standards.  The decrease in finite risk gross premiums written was the
        result of fewer opportunities in the finite business.  The increase in
        property and marine gross premiums written resulted primarily from an increase
        in property excess catastrophe business.  Gross premiums written were
        also impacted by different methods of estimating premiums written between
        Platinum UK and Platinum Bermuda.  Platinum UK estimated that the
        ultimate premium related to its reinsurance contracts were written at contract
        inception.  Platinum Bermuda and Platinum US estimate premiums written
        on the basis that the policies underlying their reinsurance contracts incept
        at
        later periods throughout the term of the reinsurance
        contract.  Consequently, the estimates of premiums written for
        reinsurance contracts written by Platinum UK in 2006 were higher at inception
        and for the first calendar quarter than for reinsurance contracts written
        by
        Platinum Bermuda and Platinum US.  In 2007, Platinum UK ceased
        underwriting business and all business written by the Company is now written
        through Platinum Bermuda and Platinum US.  This difference in timing
        for estimates of premiums written resulted in an increase in gross and net
        premiums written of approximately $15,076,000 and $13,364,000, respectively,
        in
        2007 as compared with 2006.  The basis for recording net premiums
        earned was consistent for all subsidiaries and, therefore, this difference
        had
        no impact on net premiums earned, underwriting income or net
        income.  The decrease in ceded written premiums, which resulted in an
        increase in net premiums written, was attributable to the non-renewal in
        2007 of
        the quota share retrocession agreement effective January 1, 2006 (the
        "Property Quota Share Agreement") under which Platinum US and Platinum UK
        ceded
        30% of their new and renewal property catastrophe business effective on or
        after
        January 1, 2006 to a non-affiliated reinsurer.
  -23-
 ***Table
            of Contents***
  Net
        investment income for the three months ended June 30, 2007 and 2006 was
        $54,684,000 and $45,348,000, respectively.  Net investment income
        increased in 2007 as compared with 2006 due to increased invested assets
        as well
        as a slight increase in yields on invested assets.  The increase in
        invested assets was attributable to positive net cash flows from operations
        in
        the twelve months since June 30, 2006.  Net investment
        income includes interest earned on funds held of $1,685,000 and $1,917,000
        in
        2007 and 2006, respectively.  Net realized gains (losses) on
        investments were ($1,639,000) and $14,000 for the three months ended
        June 30, 2007 and 2006, respectively.  Net realized gains and
        losses on investments primarily result from our efforts to manage credit
        quality, duration and sector allocation of the investment portfolio as well
        as
        to balance our foreign currency denominated invested assets with our foreign
        currency denominated liabilities.  Also in 2007, Platinum UK sold
        securities in order to execute transactions in connection with its Scheme
        of
        Operations.  See Note 7 of the Notes to the Condensed Consolidated
        Financial Statements.
  Other
        expense for the three months ended June 30, 2007 and 2006 was $2,206,000
        and $2,324,000, respectively.  Other expense for the three months
        ended June 30, 2007 includes $2,048,000 of net unrealized losses relating
        to changes in fair value of fixed maturities classified as trading and $113,000
        of net expense on reinsurance contracts accounted for as
        deposits.  Other expense for the three months ended June 30, 2006
        includes $1,565,000 of net unrealized losses relating to fixed maturities
        classified as trading and $759,000 of net expense on reinsurance contracts
        accounted for as deposits.
  Net
        losses and LAE and the resulting net loss and LAE ratios for the three months
        ended June 30, 2007 and 2006 were as follows ($ in
        thousands):
  2007
              
              2006
              
              DecreaseNet
                  losses and LAE
              
              $
              164,431
              
              
              187,464
              
              $
              (23,033
              )Net
                  loss and LAE ratios
              
              
              55.6
              %
              
              55.6
              %
              
              –
 
 The
        decrease in net losses and LAE was primarily due to the decrease in net premiums
        earned.  While the net loss and LAE ratio is the same in 2007 and
        2006, there are offsetting impacts of net loss development and catastrophe
        losses.  Net losses and LAE in 2007 includes $14,700,000 of losses
        from current year major catastrophes as compared with no losses from major
        catastrophes in 2006.  Net favorable loss development was $24,615,000
        in 2007, representing 8.3% of net premiums earned, and $16,290,000 in 2006,
        representing 4.8% of net premiums earned.  The net loss and LAE ratios
        were also affected by changes in the mix of business.
  Net
        acquisition expenses and resulting net acquisition expense ratios for the
        three
        months ended June 30, 2007 and 2006 were as follows ($ in
        thousands):
  2007
              
              2006
              
              DecreaseNet
                  acquisition expenses
              
              $
              56,827
              
              
              76,052
              
              $
              (19,225
              )Net
                  acquisition expense ratios
              
              
              19.2
              %
              
              22.6
              %
              
              (3.4)
                  points
  -24-
 ***Table
            of Contents***
  The
        decrease in net acquisition expenses in 2007 as compared with 2006 was primarily
        due to the decrease in net premiums earned.  The decrease in the net
        acquisition expense ratio was the result of changes in the mix of business,
        primarily in the Property and Marine segment.  In 2007 we wrote more
        property catastrophe excess business with relatively lower net acquisition
        expense ratios and less property proportional contracts with relatively higher
        net acquisition expense ratios.
  Operating
        expenses for the three months ended June 30, 2007 and 2006 were $26,108,000
        and $23,392,000 respectively.  Operating expenses include costs such
        as salaries, rent and like items related to reinsurance operations as well
        as
        costs associated with Platinum Holdings and its non-operating intermediate
        holding company subsidiaries.  The increase in 2007 was due to
        increased compensation and related expenses, higher legal and professional
        costs
        and increased fees relating to the Services and Capacity Reservation Agreement
        dated November 1, 2002 with RenaissanceRe Holdings Ltd. (the "RenRe
        Agreement").  Fees related to the RenRe Agreement increased as a
        result of increased property catastrophe premiums.
  Net
        foreign currency exchange gains for the three months ended June 30, 2007
        and 2006 were $1,416,000 and $414,000, respectively.  We routinely
        transact business in various foreign currencies.  Foreign currency
        exchange gains and losses result from the re-valuation into U.S. dollars
        of
        assets and liabilities denominated in foreign currencies.  We
        periodically monitor our largest foreign currency exposures and purchase
        or sell
        foreign currency denominated invested assets to match these
        exposures.  Net foreign currency exchange gains and losses arise as a
        result of fluctuations in the amounts of assets and liabilities denominated
        in
        foreign currencies as well as fluctuations in the currency exchange
        rates.
  Interest
        expense was $5,456,000 and $5,450,000, respectively, for the three months
        ended
        June 30, 2007 and 2006.  The amounts are substantially the same
        as the debt outstanding and related interest rates for the three months ended
        June 30, 2007 and 2006 were unchanged.
  Income
        tax expense and the effective income tax rates for the three months ended
        June 30, 2007 and 2006 were as follows ($ in thousands):
  2007
              
              2006
              
              DecreaseIncome
                  tax expense
              
              $
              4,701
              
              
              6,411
              
              $
              (1,710
              )Effective
                  income tax rates
              
              
              4.9
              %
              
              7.3
              %
              
              (2.4)
                  points
 
 The
        decrease in income tax expense is due to the decrease in the effective income
        tax rate in 2007 as compared with 2006.  The decrease in the effective
        income tax rate was a greater portion of income before income tax expense
        was
        generated by Platinum Holdings and Platinum Bermuda in 2007, which are not
        subject to corporate income tax.  The effective tax rate in any given
        year is based on income before income tax expense of our subsidiaries that
        operate in various jurisdictions each of which has its own corporate income
        tax
        rate.
  **Six
        Months Ended June 30, 2007 as Compared with the Six Months Ended
        June 30, 2006**
  Net
        income for the six months ended June 30, 2007 and 2006 was as follows ($ in
        thousands):
  2007
              
              2006
              
              IncreaseNet
                  income
              
              $
              163,483
              
              
              158,784
              
              $
              4,699
  -25-
 ***Table
            of Contents***
 
 The
        increase in net income was primarily due to an increase in net investment
        income
        of $17,520,000, partially offset by a decline in underwriting income of
        $12,757,000.  The decline in underwriting income in 2007 as compared
        with 2006 was primarily due to the estimated net adverse impact of $26,100,000
        from European storm Kyrill and $7,000,000 from floods in the United Kingdom
        in
        2007.  Net favorable development contributed to underwriting income in
        both 2007 and 2006.  Net favorable development was $36,088,000 and
        $12,098,000 in 2007 and 2006, respectively.  Net income in 2007 was
        also favorably affected by a decrease in income tax expense of
        $2,798,000.
  Gross,
        ceded and net premiums written and earned for the six months ended June 30,
        2007 and 2006 were as follows ($ in thousands):
  2007
              
              2006
              
              DecreaseGross
                  premiums written
              
              $
              597,597
              
              
              665,172
              
              $
              (67,575
              )Ceded
                  premiums written
              
              
              10,957
              
              
              62,132
              
              
              (51,175
              )Net
                  premiums written
              
              
              586,640
              
              
              603,040
              
              
              (16,400
              )Gross
                  premiums earned
              
              
              593,182
              
              
              722,886
              
              
              (129,704
              )Ceded
                  premiums earned
              
              
              12,416
              
              
              41,520
              
              
              (29,104
              )Net
                  premiums earned
              
              $
              580,766
              
              
              681,366
              
              $
              (100,600
              )
 
 The
        decrease in gross premiums written in 2007 as compared with 2006 was primarily
        attributable to the different methods of estimating net premiums written
        between
        Platinum UK and Platinum Bermuda, which contributed approximately $43,623,000
        to
        the decrease.  The decrease was also attributable to decreases in
        gross premiums written in the Casualty segment, reflecting fewer opportunities
        that met our underwriting standards, and decreases in business underwritten
        in
        the Finite Risk segment, reflecting fewer opportunities in finite
        business.  Also affecting the comparison of gross premiums of 2007 to
        2006 is a reduction of gross premiums written in 2006 of $56,589,000 relating
        to
        the termination of a finite risk contract.  The decrease in ceded
        written premiums, which resulted in an increase in net premiums written,
        was
        attributable to the non-renewal in 2007 of the 2006 Property Quota Share
        Agreement.  The decrease in net premiums earned is due to decreases in
        current and prior year’s written premiums.
  Net
        investment income for the six months ended June 30, 2007 and 2006 was
        $106,383,000 and $88,863,000, respectively.  Net investment income
        increased in 2007 as compared with 2006 due to increased invested assets
        as well
        as a slight increase in yields on invested assets.  The increase in
        invested assets was attributable to positive net cash flows from operations
        in
        the twelve months since June 30, 2006.  Net investment income
        includes interest earned on funds held of $3,390,000 and $4,270,000 in 2007
        and
        2006, respectively.  Net realized gains (losses) on investments were
        ($1,657,000) and $79,000 for the six months ended June 30, 2007 and 2006,
        respectively.  Net realized gains and losses on investments primarily
        result from our efforts to manage credit quality, duration and sector allocation
        of the investment portfolio as well as to balance our foreign currency
        denominated invested assets with our foreign currency denominated
        liabilities.  Also in 2007, Platinum UK sold securities in order to
        execute transactions in connection with its Scheme of Operations.  See
        Note 7 of the Notes to the Condensed Consolidated Financial
        Statements.
  Other
        expense for the six months ended June 30, 2007 and 2006 was $2,986,000 and
        $3,641,000, respectively.  Other expense for the six months ended
        June 30, 2007 includes $2,713,000 of net unrealized losses relating to
        changes in fair value of fixed maturities classified as trading and $228,000
        of
        net expense on reinsurance contracts accounted for as deposits.  Other
        expense for the six months ended June 30, 2006 includes $3,238,000 of net
        unrealized losses relating to fixed maturities classified as trading and
        $403,000 of net expense relating to reinsurance contracts accounted for as
        deposits.
  -26-
 ***Table
            of Contents***
  Net
        losses and LAE and the resulting net loss and LAE ratios for the six months
        ended June 30, 2007 and 2006 were as follows ($ in
        thousands):
  2007
              
              2006
              
              Increase
                (decrease)Net
                  losses and LAE
              
              $
              346,344
              
              
              394,238
              
              $
              (47,894
              )Net
                  loss and LAE ratios
              
              
              59.6
              %
              
              57.9
              %
              
              1.7
                  points
 
 The
        decrease in net losses and LAE was primarily due to the decrease in net premiums
        earned, partially offset by losses of $31,200,000 from European storm Kyrill
        and
        $8,000,000 from floods in the United Kingdom in 2007.  The increase in
        the net loss and LAE ratio was primarily due to the net losses from Kyrill
        and
        the floods in the United Kingdom, as compared with no major catastrophe losses
        in 2006.  Net losses and LAE and the resulting net loss and LAE ratios
        were also impacted by net favorable loss development of $37,192,000,
        representing 6.4% of net premiums earned in 2007, and $11,931,000, representing
        1.8% of net premiums earned in 2006.  The net loss and LAE ratios were
        also affected by changes in the mix of business.
  Net
        acquisition expenses and resulting net acquisition expense ratios for the
        six
        months ended June 30, 2007 and 2006 were as follows ($ in
        thousands):
  2007
              
              2006
              
              DecreaseNet
                  acquisition expenses
              
              $
              104,947
              
              
              145,291
              
              $
              (40,344
              )Net
                  acquisition expense ratios
              
              
              18.1
              %
              
              21.3
              %
              
              (3.2)
                  points
 
 The
        decrease in net acquisition expenses in 2007 as compared with 2006 was primarily
        due to the decrease in net premiums earned.  The decrease in the net
        acquisition expense ratio in 2007 as compared with 2006 was primarily due
        to a
        decrease in assumed proportional business with relatively higher acquisition
        expense ratios and an increase in catastrophe excess business with a relatively
        lower acquisition expense ratio.
  Operating
        expenses for the six months ended June 30, 2007 and 2006 were $49,314,000
        and $46,380,000, respectively.  Operating expenses include costs such
        as salaries, rent and like items related to reinsurance operations as well
        as
        costs associated with Platinum Holdings and its non-operating intermediate
        holding company subsidiaries.  The increase in 2007 was due to
        increased compensation and related expenses, higher legal and professional
        costs
        and increased fees relating to the RenRe Agreement as a result of increased
        property catastrophe premiums.
  Net
        foreign currency exchange gains for the six months ended June 30, 2007 and
        2006 were $1,458,000 and $689,000, respectively.  We routinely
        transact business in various foreign currencies.  Foreign currency
        exchange gains and losses result from the re-valuation into U.S. dollars
        of
        assets and liabilities denominated in foreign currencies.  We
        periodically monitor our largest foreign currency exposures and purchase
        or sell
        foreign currency denominated invested assets to match these
        exposures.  Net foreign currency exchange gains and losses arise as a
        result of fluctuations in the amounts of assets and liabilities denominated
        in
        foreign currencies as well as fluctuations in the currency exchange
        rates.
  -27-
 ***Table
            of Contents***
  Interest
        expense was $10,911,000 and $10,900,000, respectively for the six months
        ended
        June 30, 2007 and 2006.  The amounts are substantially the same
        as the debt outstanding and related interest rates for the six months ended
        June 30, 2007 and 2006 were unchanged.
  Income
        tax expense and the effective income tax rates for the six months ended
        June 30, 2007 and 2006 were as follows ($ in thousands):
  2007
              
              2006
              
              DecreaseIncome
                  tax expense
              
              $
              8,965
              
              
              11,763
              
              $
              (2,798
              )Effective
                  income tax rates
              
              
              5.2
              %
              
              6.9
              %
              
              (1.7)
                  points
 
 The
        decrease in income tax expense is due to the decrease in the effective income
        tax rate in 2007 as compared with 2006.  The decrease in the effective
        income tax rate was a greater portion of income before income tax expense
        was
        generated by Platinum Holdings and Platinum Bermuda in 2007, which are not
        subject to corporate income tax.  The effective tax rate in any given
        year is based on income before income tax expense of our subsidiaries that
        operate in various jurisdictions each of which has its own corporate income
        tax
        rate.
  **Segment
        Information**
  We
        conduct our worldwide reinsurance business through three operating segments:
        Property and Marine, Casualty and Finite Risk.  In managing our
        operating segments, we use measures such as underwryiting income and
        underwriting ratios to evaluate segment performance.  We do not
        allocate by segment our assets or certain income and expenses such as investment
        income, interest expense and certain corporate expenses.  Total
        underwriting income is reconciled to income before income tax
        expense.  The measures we use in evaluating our operating segments
        should not be used as a substitute for measures determined under U.S.
        GAAP.  The following table summarizes underwriting activity and ratios
        for the three operating segments for the three and six months ended
        June 30, 2007 and 2006 ($ in thousands):
  Property
                and
                  Marine
              
              Casualty
              
              Finite
                  Risk
              
              TotalThree
                  months ended June 30, 2007:Net
                  premiums written
              
              $
              119,226
              
              
              162,548
              
              
              5,949
              
              $
              287,723Net
                  premiums earned
              
              
              125,136
              
              
              163,845
              
              
              6,937
              
              
              295,918Net
                  losses and LAE
              
              
              43,242
              
              
              117,993
              
              
              3,196
              
              
              164,431Net
                  acquisition expenses
              
              
              16,264
              
              
              40,061
              
              
              502
              
              
              56,827Other
                  underwriting expenses
              
              
              10,582
              
              
              6,442
              
              
              593
              
              
              17,617Segment
                  underwriting income (loss)
              
              $
              55,048
              
              
              (651
              )
              
              2,646
              
              
              57,043Net
                  investment income
              
              54,684Net
                  realized losses on investments
              
              (1,639
              )Net
                  foreign currency exchange gains
              
              1,416Other
                  expense
              
              (2,206
              )Corporate
                  expenses not allocated to segments
              
              (8,491
              )Interest
                  expense
              
              (5,456
              )Income
                  before income tax expense
              $
              95,351
  -28-
 ***Table
            of Contents***
 
 Property
                and
                  Marine
              
              Casualty
              
              Finite
                  Risk
              
              TotalRatios:Net
                  loss and LAE
              
              
              34.6
              %
              
              72.0
              %
              
              46.1
              %
              
              55.6
              %Net
                  acquisition expense
              
              
              13.0
              %
              
              24.5
              %
              
              7.2
              %
              
              19.2
              %Other
                  underwriting expense
              
              
              8.5
              %
              
              3.9
              %
              
              8.5
              %
              
              6.0
              %Combined
              
              
              56.1
              %
              
              100.4
              %
              
              61.8
              %
              
              80.8
              %Three
                  months ended June 30, 2006:Net
                  premiums written
              
              $
              85,624
              
              
              199,298
              
              
              24,840
              
              $
              309,762Net
                  premiums earned
              
              
              113,092
              
              
              185,073
              
              
              38,900
              
              
              337,065Net
                  losses and LAE
              
              
              27,867
              
              
              127,824
              
              
              31,773
              
              
              187,464Net
                  acquisition expenses
              
              
              21,239
              
              
              45,168
              
              
              9,645
              
              
              76,052Other
                  underwriting expenses
              
              
              9,006
              
              
              7,688
              
              
              1,019
              
              
              17,713Segment
                  underwriting income (loss)
              
              $
              54,980
              
              
              4,393
              
              
              (3,537
              )
              
              55,836Net
                  investment income
              
              45,348Net
                  realized gains on investments
              
              14Net
                  foreign currency exchange gains
              
              414Other
                  expense
              
              (2,324
              )Corporate
                  expenses not allocated to segments
              
              (5,679
              )Interest
                  expense
              
              (5,450
              )Income
                  before income tax expense
              $
              88,159Ratios:Net
                  loss and LAE
              
              
              24.6
              %
              
              69.1
              %
              
              81.7
              %
              
              55.6
              %Acquisition
                  expense
              
              
              18.8
              %
              
              24.4
              %
              
              24.8
              %
              
              22.6
              %Other
                  underwriting expense
              
              
              8.0
              %
              
              4.2
              %
              
              2.6
              %
              
              5.3
              %Combined
              
              
              51.4
              %
              
              97.7
              %
              
              109.1
              %
              
              83.5
              %Six
                  Months Ended June 30, 2007:Net
                  premiums written
              
              $
              256,880
              
              
              314,731
              
              
              15,029
              
              $
              586,640Net
                  premiums earned
              
              
              244,846
              
              
              317,864
              
              
              18,056
              
              
              580,766Net
                  losses and LAE
              
              
              105,869
              
              
              230,375
              
              
              10,100
              
              
              346,344Net
                  acquisition expenses
              
              
              32,199
              
              
              72,096
              
              
              652
              
              
              104,947Other
                  underwriting expenses
              
              
              20,610
              
              
              13,159
              
              
              1,627
              
              
              35,396Segment
                  underwriting income
              
              $
              86,168
              
              
              2,234
              
              
              5,677
              
              
              94,079Net
                  investment income
              
              106,383Net
                  realized losses on investments
              
              (1,657
              )Net
                  foreign currency exchange gains
              
              1,458Other
                  expense
              
              (2,986
              )Corporate
                  expenses not allocated to segments
              
              (13,918
              )Interest
                  expense
              
              (10,911
              )Income
                  before income tax expense
              $
              172,448
  -29-
 ***Table
            of Contents***
 
 Property
                and
                  Marine
              
              Casualty
              
              Finite
                  Risk
              
              TotalRatios:Net
                  loss and LAE
              
              
              43.2
              %
              
              72.5
              %
              
              55.9
              %
              
              59.6
              %Net
                  acquisition expense
              
              
              13.2
              %
              
              22.7
              %
              
              3.6
              %
              
              18.1
              %Other
                  underwriting expense
              
              
              8.4
              %
              
              4.1
              %
              
              9.0
              %
              
              6.1
              %Combined
              
              
              64.8
              %
              
              99.3
              %
              
              68.5
              %
              
              83.8
              %Six
                  Months Ended June 30, 2006:Net
                  premiums written
              
              $
              250,888
              
              
              381,648
              
              
              (29,496
              )
              $
              603,040Net
                  premiums earned
              
              
              244,636
              
              
              358,741
              
              
              77,989
              
              
              681,366Net
                  losses and LAE
              
              
              87,695
              
              
              244,389
              
              
              62,154
              
              
              394,238Net
                  acquisition expenses
              
              
              40,888
              
              
              86,522
              
              
              17,881
              
              
              145,291Other
                  underwriting expenses
              
              
              19,034
              
              
              14,023
              
              
              1,944
              
              
              35,001Segment
                  underwriting income (loss)
              
              $
              97,019
              
              
              13,807
              
              
              (3,990
              )
              
              106,836Net
                  investment income
              
              88,863Net
                  realized gains on investments
              
              79Net
                  foreign currency exchange gains
              
              689Other
                  expense
              
              (3,641
              )Corporate
                  expenses not allocated to segments
              
              (11,379
              )Interest
                  expense
              
              (10,900
              )Income
                  before income tax expense
              $
              170,547Ratios:Net
                  loss and LAE
              
              
              35.8
              %
              
              68.1
              %
              
              79.7
              %
              
              57.9
              %Net
                  acquisition expense
              
              
              16.7
              %
              
              24.1
              %
              
              22.9
              %
              
              21.3
              %Other
                  underwriting expense
              
              
              7.8
              %
              
              3.9
              %
              
              2.5
              %
              
              5.1
              %Combined
              
              
              60.3
              %
              
              96.1
              %
              
              105.1
              %
              
              84.3
              %
  ***Property
        and Marine***
  The
        Property and Marine operating segment includes principally property (including
        crop) and marine reinsurance coverages that are written in the United States
        and
        international markets.  This business includes property catastrophe
        excess-of-loss contracts, property per-risk excess-of-loss contracts and
        property proportional contracts.  This operating segment represented
        41.4% and 27.7% of our net premiums written for the three months ended
        June 30, 2007 and 2006, respectively, and 43.8% and 41.6% of our net
        premiums written for the six months ended June 30, 2007 and 2006,
        respectively.
  **Three
        Months Ended June 30, 2007 as Compared with the Three Months Ended
        June 30, 2006**
  Gross,
        ceded and net premiums written and earned for the three months ended
        June 30, 2007 and 2006 were as follows ($ in thousands):
  2007
              
              2006
              
              Increase
                (decrease)Gross
                  premiums written
              
              $
              125,937
              
              
              102,188
              
              $
              23,749Ceded
                  premiums written
              
              
              6,711
              
              
              16,564
              
              
              (9,853
              )Net
                  premiums written
              
              
              119,226
              
              
              85,624
              
              
              33,602Gross
                  premiums earned
              
              
              130,363
              
              
              131,984
              
              
              (1,621
              )Ceded
                  premiums earned
              
              
              5,227
              
              
              18,892
              
              
              (13,665
              )Net
                  premiums earned
              
              $
              125,136
              
              
              113,092
              
              $
              12,044
  -30-
 ***Table
            of Contents***
 
 The
        increase in gross premiums written in 2007 as compared with 2006 was primarily
        in the catastrophe excess classes as well as marine business, partially offset
        by decreases in property proportional classes.  The increase is also
        due, in part, to different methods of estimating net premiums written between
        Platinum UK and Platinum Bermuda, which resulted in an increase in gross
        and net
        premiums written of approximately $9,684,000 and $7,972,000, respectively,
        in
        2007 as compared with 2006.  Additionally, in 2006 an aviation
        proportional contract was not renewed and approximately $3,500,000 of unearned
        premiums was returned resulting in a reduction of net premiums
        written.  The decline in ceded premiums written is attributable to the
        non-renewal in 2007 of the Property Quota Share Agreement.  The
        increase in net premiums earned in 2007 as compared with 2006 was primarily
        due
        to the increase in net premiums written.
  Net
        losses and LAE and the resulting net loss and LAE ratios for the three months
        ended June 30, 2007 and 2006 were as follows ($ in
        thousands):
  2007
              
              2006
              
              IncreaseNet
                  losses and LAE
              
              $
              43,242
              
              
              27,867
              
              $
              15,375Net
                  loss and LAE ratios
              
              
              34.6
              %
              
              24.6
              %
              
              10.0
                  points
 
 The
        increases in net losses and LAE and related ratios were primarily due to
        losses
        of $6,700,000 from European storm Kyrill and losses of $8,000,000 from floods
        in
        the United Kingdom representing 9.3% of net premiums earned in 2007 as compared
        with no losses from major catastrophes in 2006.  Net favorable loss
        development was $18,756,000 in 2007, representing 15.0% of net premiums earned,
        and $20,008,000 in 2006, representing 17.7% of net premiums
        earned.  Exclusive of the catastrophe losses and net favorable loss
        development, the net loss and LAE ratio decreased by approximately 4.3% due
        to
        an increase in the proportion of catastrophe excess business, which has a
        lower
        expected loss and LAE ratio than the remainder of the segment.  The
        net loss and LAE ratios were also affected by other changes in the mix of
        business.
  Net
        acquisition expenses and resulting net acquisition expense ratios for the
        three
        months ended June 30, 2007 and 2006 were as follows ($ in
        thousands):
  2007
              
              2006
              
              DecreaseNet
                  acquisition expenses
              
              $
              16,264
              
              
              29,695
              
              $
              (13,431
              )Net
                  acquisition expense ratios
              
              
              13.0
              %
              
              21.1
              %
              
              (8.1)
                  points
 
 The
        decreases in net acquisition expenses and the related net acquisition expense
        ratio in 2007 as compared with 2006 were primarily due to the continued decrease
        in property proportional business and an increase in property catastrophe
        business, which has a lower acquisition expense ratio than property proportional
        business.  The net acquisition expense ratios were also impacted by
        other changes in the mix of business.
  Other
        underwriting expenses for the three months ended June 30, 2007 and 2006
        were $10,582,000 and $9,006,000, respectively.  The increase in 2007
        as compared with 2006 was due to increased compensation and professional
        costs
        as well as increased fees relating to the RenRe Agreement.  Other
        underwriting expenses for the three months ended June 30, 2007 and 2006
        include fees of $2,172,000 and $1,164,000, respectively, relating to the
        RenRe
        Agreement, which increased as a result of increased property catastrophe
        premiums.
  -31-
 ***Table
            of Contents***
  **Six
        Months Ended June 30, 2007 as Compared with the Six Months Ended
        June 30, 2006**
  Gross,
        ceded and net premiums written and earned for the six months ended June 30,
        2007 and 2006 were as follows ($ in thousands):
  2007
              
              2006
              
              Increase
                (decrease)Gross
                  premiums written
              
              $
              269,728
              
              
              309,179
              
              $
              (39,451
              )Ceded
                  premiums written
              
              
              12,848
              
              
              58,291
              
              
              (45,443
              )Net
                  premiums written
              
              
              256,880
              
              
              250,888
              
              
              5,992Gross
                  premiums earned
              
              
              259,180
              
              
              280,963
              
              
              (21,783
              )Ceded
                  premiums earned
              
              
              14,334
              
              
              36,327
              
              
              (21,993
              )Net
                  premiums earned
              
              $
              244,846
              
              
              244,636
              
              $
              210
 
 The
        decrease in gross premiums written in 2007 as compared with 2006 was primarily
        due to the different methods of estimating net premiums written between Platinum
        UK and Platinum Bermuda, which contributed approximately $39,519,000 to the
        decrease.  Gross premiums written increased in the property
        catastrophe excess classes, however, these increases were substantially offset
        by decreases in the property proportional classes.  The decline in
        ceded premiums written was attributable to the non-renewal in 2007 of the
        Property Quota Share Agreement.  Net premiums earned in 2007 remained
        comparable with 2006 and reflect premiums written in current and prior
        periods.
  Net
        losses and LAE and the resulting net loss and LAE ratios for the six months
        ended June 30, 2007 and 2006 were as follows ($ in
        thousands):
  2007
              
              2006
              
              IncreaseNet
                  losses and LAE
              
              $
              105,869
              
              
              87,695
              
              $
              18,174Net
                  loss and LAE ratios
              
              
              43.2
              %
              
              35.8
              %
              
              7.4
                  points
 
 The
        increase in net losses and LAE and related ratios were primarily due to losses
        of $31,200,000 from European storm Kyrill and $8,000,000 from floods in the
        United Kingdom in 2007 as compared with no losses from major catastrophes
        in
        2006, partially offset by the difference in net favorable loss
        development.  Net favorable loss development was $26,951,000 in 2007,
        representing 11.0% of net premiums earned, as compared with $17,392,000 in
        2006,
        representing 7.1% of net premiums earned.  Exclusive of losses related
        to Kyrill and the floods in the United Kingdom and net favorable loss
        development, the net loss and LAE ratio decreased by approximately 2.7% due
        primarily to an increase in the proportion of catastrophe excess business
        which
        has a lower loss and LAE ratio than the remainder of the segment.  The
        net loss and LAE ratios were also affected by other changes in the mix of
        business.
  Net
        acquisition expenses and resulting net acquisition expense ratios for the
        six
        months ended June 30, 2007 and 2006 were as follows ($ in
        thousands):
  2007
              
              2006
              
              DecreaseNet
                  acquisition expenses
              
              $
              32,199
              
              
              40,888
              
              $
              (8,689
              )Net
                  acquisition expense ratios
              
              
              13.2
              %
              
              16.7
              %
              
              (3.5)
                  points
  -32-
 ***Table
            of Contents***
 
 The
        decreases in net acquisition expenses and the net acquisition expense ratio
        in
        2007 as compared with 2006 were primarily due to a decrease in property
        proportional business and an increase in property catastrophe business, which
        has a lower acquisition expense ratio than property proportional
        business.  The net acquisition expense ratios were also impacted by
        changes in the mix of business.
  Other
        underwriting expenses for the six months ended June 30, 2007 and 2006 were
        $20,610,000 and $19,034,000, respectively.  The increase in 2007 as
        compared with 2006 was due to increased compensation and professional costs
        as
        well as increased fees relating to the RenRe Agreement.  Other
        underwriting expenses for the six months ended June 30, 2007 and 2006
        include fees of $5,052,000 and $4,839,000, respectively, relating to the
        RenRe
        Agreement.
  ***Casualty***
  The
        Casualty operating segment principally includes reinsurance contracts that
        cover
        umbrella liability, general and product liability, professional liability,
        workers' compensation, casualty clash, automobile liability, surety, trade
        credit, political risk and accident and health.  This operating
        segment represented 56.5% and 64.3% of our net premiums written for the three
        months ended June 30, 2007 and 2006, respectively, and 53.6% and 63.3% of
        our net premiums written for the six months ended June 30, 2007 and 2006,
        respectively.
  **Three
        Months Ended June 30, 2007 as Compared with the Three Months Ended
        June 30, 2006**
  Gross,
        ceded and net premiums written and earned for the three months ended
        June 30, 2007 and 2006 were as follows ($ in thousands):
  2007
                
                2006
                
                Increase
                  (decrease)Gross
                    premiums written
                
                $
                162,576
                
                
                199,299
                
                $
                (36,723
                )Ceded
                    premiums written
                
                
                28
                
                
                1
                
                
                27Net
                    premiums written
                
                
                162,548
                
                
                199,298
                
                
                (36,750
                )Gross
                    premiums earned
                
                
                163,859
                
                
                185,073
                
                
                (21,214
                )Ceded
                    premiums earned
                
                
                14
                
                
                -
                
                
                14Net
                    premiums earned
                
                $
                163,845
                
                
                185,073
                
                $
                (21,228
                )
 
 The
        decrease in net premiums written in 2007 as compared with 2006 was primarily
        due
        to decreases in business underwritten in 2006 and 2007 in North American
        casualty classes, with the most significant decrease in the umbrella
        class.  The decrease reflects fewer opportunities that met our
        underwriting standards.  Additionally, the impact of the different
        methods of estimating net premiums written between Platinum UK and Platinum
        Bermuda resulted in an increase of $5,392,000 of net premiums written in
        2007 as
        compared with 2006.  Net premiums written and earned were also
        affected by changes in the mix of business and the structure of the underlying
        reinsurance contracts.
  Net
        losses and LAE and the resulting net loss and LAE ratios for the three months
        ended June 30, 2007 and 2006 were as follows ($ in thousands):
  2007
              
              2006
              
              Increase
                (decrease)Net
                  losses and LAE
              
              $
              117,993
              
              
              127,824
              
              $
              (9,831
              )Net
                  loss and LAE ratios
              
              
              72.0
              %
              
              69.1
              %
              
              2.9
                  points
  -33-
 ***Table
            of Contents***
 
 The
        decrease in net losses and LAE in 2007 as compared with 2006 was primarily
        due
        to the decrease in net premiums earned, partially offset by an increase in
        the
        net loss and LAE ratio.  The increase in the net loss and LAE ratio in
        2007 as compared with 2006 was due to higher initial expected loss ratios
        in
        certain significant classes reflecting a decline in price
        adequacy.  Net losses and LAE included net favorable loss development
        of approximately $2,033,000 in 2007, representing 1.2% of net premiums earned,
        as compared with no significant net loss development in 2006.  The net
        loss and LAE ratio in 2007 was also affected by the changes in the mix of
        business.
  Net
        acquisition expenses and resulting net acquisition expense ratios for the
        three
        months ended June 30, 2007 and 2006 were as follows ($ in
        thousands):
  2007
              
              2006
              
              Increase
                (decrease)Net
                  acquisition expenses
              
              $
              40,061
              
              
              45,168
              
              $
              (5,107
              )Net
                  acquisition expense ratios
              
              
              24.5
              %
              
              24.4
              %
              
              0.1
                  points
 
 The
        decrease in net acquisition expenses in 2007 as compared with 2006 was due
        to
        the decrease in net premiums earned.  The net acquisition expense
        ratios were comparable.
  Other
        underwriting expenses for the three months ended June 30, 2007 and 2006
        were $6,442,000 and $7,688,000, respectively.  The decrease in 2007 as
        compared with 2006 was due primarily to a lower percentage of underwriting
        expenses allocated to the Casualty segment and a higher percentage to the
        Property and Marine segment by Platinum Bermuda as a result of the shift
        of its
        business more towards property.
  **Six
        Months Ended June 30, 2007 as Compared with the Six Months Ended
        June 30, 2006**
  Gross,
        ceded and net premiums written and earned for the six months ended June 30,
        2007 and 2006 were as follows ($ in thousands):
  2007
              
              2006
              
              Increase
                (decrease)Gross
                  premiums written
              
              $
              314,782
              
              
              381,631
              
              $
              (66,849
              )Ceded
                  premiums written
              
              
              51
              
              
              (17
              )
              
              68Net
                  premiums written
              
              
              314,731
              
              
              381,648
              
              
              (66,917
              )Gross
                  premiums earned
              
              
              317,888
              
              
              358,723
              
              
              (40,835
              )Ceded
                  premiums earned
              
              
              24
              
              
              (18
              )
              
              42Net
                  premiums earned
              
              $
              317,864
              
              
              358,741
              
              $
              (40,877
              )
 
 The
        decrease in net premiums written in 2007 as compared with 2006 was primarily
        due
        to decreases in business underwritten in 2006 and 2007 across most casualty
        classes, with the most significant decreases in the North American umbrella
        and
        first dollar general liability classes as well as international
        credit.  The decreases are the result of fewer opportunities that met
        our underwriting standards.  The different methods of estimating net
        premiums written between Platinum UK and Platinum Bermuda also contributed
        approximately $3,384,000 to the decrease in net premiums written.  Net
        premiums written and earned were also affected by changes in the mix of business
        and the structure of the underlying reinsurance contracts.
  -34-
 ***Table
            of Contents***
  Net
        losses and LAE and the resulting net loss and LAE ratios for the six months
        ended June 30, 2007 and 2006 were as follows ($ in thousands):
  2007
              
              2006
              
              Increase
                (decrease)Net
                  losses and LAE
              
              $
              230,375
              
              
              244,389
              
              $
              (14,014
              )Net
                  loss and LAE ratios
              
              
              72.5
              %
              
              68.1
              %
              
              4.4
                  points
 
 The
        decrease in net losses and LAE in 2007 as compared with 2006 was primarily
        due
        to the decrease in net premiums earned, partially offset by an increase in
        the
        net loss and LAE ratio.  The increase in the net loss and LAE ratio in
        2007 as compared with 2006 was due to higher initial expected loss ratios
        in
        certain significant classes reflecting a decline in price
        adequacy.  Net losses and LAE included net favorable loss development
        of approximately $3,430,000 in 2007, representing 1.1% of net premiums earned,
        and approximately $894,000 in 2006, representing 0.2% of net premiums
        earned.  The net loss and LAE ratio in 2007 was also affected by the
        changes in the mix of business within the segment toward contracts with higher
        loss and LAE ratios and lower acquisition expense ratios.
  Net
        acquisition expenses and resulting net acquisition expense ratios for the
        six
        months ended June 30, 2007 and 2006 were as follows ($ in
        thousands):
  2007
                
                2006
                
                DecreaseNet
                    acquisition expenses
                
                $
                72,096
                
                
                86,522
                
                $
                (14,426
                )Net
                    acquisition expense ratios
                
                
                22.7
                %
                
                24.1
                %
                
                (1.4)
                    points
 
 The
        decrease in net acquisition expenses in 2007 as compared with 2006 was due
        to
        the decrease in net premiums earned.  The decrease in the net
        acquisition expense ratio in 2007 as compared with 2006 is due to decreases
        in
        the North American umbrella and first dollar general liability classes as
        well
        as international credit, all of which have higher acquisition expense ratios
        than the remainder of the segment.
  Other
        underwriting expenses for the six months ended June 30, 2007 and 2006 were
        $13,159,000 and $14,023,000, respectively.  The decrease in 2007 as
        compared with 2006 was due to the cessation of underwriting operations in
        Platinum UK as well as decreases in expenses allocated to the Casualty
        segment.
  ***Finite
        Risk***
  The
        Finite Risk operating segment includes principally structured reinsurance
        contracts with ceding companies whose needs may not be met efficiently through
        traditional reinsurance products.  In exchange for contractual
        features that limit our downside risk, reinsurance contracts that we classify
        as
        finite risk provide the potential for significant profit commission to the
        ceding company.  The classes of risks underwritten through finite risk
        contracts are generally consistent with the classes covered by traditional
        products.  The finite risk contracts that we underwrite generally
        provide prospective protection, meaning coverage is provided for losses that
        are
        incurred after inception of the contract, as contrasted with retrospective
        coverage, which covers losses that are incurred prior to inception of the
        contract.  The three main categories of our finite risk contracts are
        quota share, multi-year excess-of-loss and whole account aggregate stop
        loss.  Due to the often significant inverse relationship between
        losses and commissions for this segment, we believe it is important to evaluate
        the overall combined ratio, rather than its component parts of net loss and
        loss
        adjustment expense ratio and net acquisition expense ratio.  The
        ongoing industry-wide investigations by legal and regulatory authorities
        into
        potential misuse of finite products have curtailed demand for these products
        in
        2007 and 2006.  This operating segment represented 2.1% and 8.0% of
        our net premiums written for the three months ended June 30, 2007 and 2006,
        respectively, and 2.6% and (4.9% ) of our net premiums written for the six
        months ended June 30, 2007 and 2006, respectively.
  -35-
 ***Table
            of Contents***
  **Three
        Months Ended June 30, 2007 as Compared with the Three Months Ended
        June 30, 2006**
  Gross,
        ceded and net premiums written and earned for the three months ended
        June 30, 2007 and 2006 were as follows ($ in thousands):
  2007
              
              2006
              
              DecreaseGross
                  premiums written
              
              $
              5,949
              
              
              28,558
              
              $
              (22,609
              )Ceded
                  premiums written
              
              
              –
              
              
              3,718
              
              
              (3,718
              )Net
                  premiums written
              
              
              5,949
              
              
              24,840
              
              
              (18,891
              )Gross
                  premiums earned
              
              
              6,937
              
              
              42,618
              
              
              (35,681
              )Ceded
                  premiums earned
              
              
              –
              
              
              3,718
              
              
              (3,718
              )Net
                  premiums earned
              
              $
              6,937
              
              
              38,900
              
              $
              (31,963
              )
 
 The
        Finite Risk segment consists of a small number of contracts that can be large
        in
        premium size and, consequently, overall premium volume may vary significantly
        from year to year.  The decrease in net premiums written and earned
        was primarily due to the expiration of three finite casualty
        contracts.
  Net
        losses and LAE, net acquisition expenses and the resulting net loss and LAE
        and
        acquisition ratios for the three months ended June 30, 2007 and 2006 were
        as follows ($ in thousands):
  2007
                
                2006
                
                DecreaseNet
                    losses and LAE
                
                $
                3,196
                
                
                31,773
                
                $
                (28,577
                )Net
                    loss and LAE ratios
                
                
                46.1
                %
                
                81.7
                %
                
                (35.6)
                    pointsNet
                    acquisition expenses
                
                $
                502
                
                
                9,645
                
                $
                (9,143
                )Net
                    acquisition expense ratios
                
                
                7.2
                %
                
                24.8
                %
                
                (17.6)
                    pointsNet
                    losses, LAE and acquisition expenses
                
                $
                3,698
                
                
                41,418
                
                $
                (37,720
                )Net
                    loss, LAE and acquisition expense ratios
                
                
                53.3
                %
                
                106.5
                %
                
                (53.2)
                    points
 
 The
        decrease in net losses, LAE and acquisition expenses in 2007 as compared
        with
        2006 was primarily due to the decrease in net premiums earned.  The
        decrease in the net loss, LAE and acquisition expense ratio was primarily
        due to
        the difference in net favorable development from prior years.  Net
        favorable development was $1,821,000 in2007, representing 26.3% of net premiums
        earned, as compared with net unfavorable development of approximately $3,844,000
        in 2006, representing 9.9% of net premiums earned.  Also contributing
        to the decrease in the net loss, LAE and acquisition ratio in 2007 was the
        expiration of a significant finite casualty proportional contract that had
        a
        higher combined ratio than the remainder of the Finite Risk
        segment.
  Other
        underwriting expenses for the three months ended June 30, 2007 and 2006
        were $ 593,000 and $1,019,000, respectively.  The decrease in 2007 as
        compared with 2006 was due to a decline in activity in the Finite Risk
        segment.
  -36-
 ***Table
            of Contents***
  **Six
        Months Ended June 30, 2007 as Compared with the Six Months Ended
        June 30, 2006**
  Gross,
        ceded and net premiums written and earned for the six months ended June 30,
        2007 and 2006 were as follows ($ in thousands):
  2007
              
              2006
              
              Increase
                (decrease)Gross
                  premiums written
              
              $
              13,087
              
              
              (25,638
              )
              $
              38,725Ceded
                  premiums written
              
              
              (1,942
              )
              
              3,858
              
              
              (5,800
              )Net
                  premiums written
              
              
              15,029
              
              
              (29,496
              )
              
              44,525Gross
                  premiums earned
              
              
              16,114
              
              
              83,200
              
              
              (67,086
              )Ceded
                  premiums earned
              
              
              (1,942
              )
              
              5,211
              
              
              (7,153
              )Net
                  premiums earned
              
              $
              18,056
              
              
              77,989
              
              $
              (59,933
              )
 
 The
        increase in net premiums written in 2007 as compared with 2006 was primarily
        attributable to the termination of a significant finite casualty proportional
        contract effective January 1, 2006 on a cut-off basis, which resulted in
        the return of $56,589,000 of previously written but unearned
        premium.  The decrease in net premiums earned reflects the reduction
        in our finite business in 2006 and 2007.
  Net
        losses and LAE, net acquisition expenses and the resulting net loss and LAE
        and
        acquisition ratios for the six months ended June 30, 2007 and 2006 were as
        follows ($ in thousands):
  2007
                
                2006
                
                DecreaseNet
                    losses and LAE
                
                $
                10,100
                
                
                62,154
                
                $
                (52,054
                )Net
                    loss and LAE ratios
                
                
                55.9
                %
                
                79.7
                %
                
                (23.8)
                    pointsNet
                    acquisition expenses
                
                $
                652
                
                
                17,881
                
                $
                (17,229
                )Net
                    acquisition expense ratios
                
                
                3.6
                %
                
                22.9
                %
                
                (19.3)
                    pointsNet
                    losses, LAE and acquisition expenses
                
                $
                10,752
                
                
                80,035
                
                $
                (69,283
                )Net
                    loss, LAE and acquisition expense ratios
                
                
                59.5
                %
                
                102.6
                %
                
                (43.1)
                    points
 
 The
        decrease in net losses, LAE and acquisition expenses in 2007 as compared
        with
        2006 was primarily due to the decrease in net premiums earned.  The
        decrease in the net loss, LAE and acquisition expense ratio was primarily
        due to
        the difference in net favorable development from prior years.  Net
        favorable development was $4,509,000 in 2007, representing 25.0% of net premiums
        earned, as compared with net unfavorable development of approximately $6,030,000
        in 2006, representing 7.7% of net premiums earned.  Also contributing
        to the decrease in the net loss, LAE and acquisition ratio in 2007 was the
        expiration of a significant finite casualty proportional contract that had
        a
        higher combined ratio than the remainder of the Finite Risk
        segment.
  Other
        underwriting expenses for the six months ended June 30, 2007 and 2006 were
        $1,627,000 and $1,944,000, respectively.  The decrease in 2007 as
        compared with 2006 is due to a decline in activity in the Finite Risk
        segment.
  -37-
 ***Table
            of Contents***
  **Financial
        Condition, Liquidity and Capital Resources**
  ***Financial
        Condition***
  Cash
        and
        cash equivalents and investments as of June 30, 2007 and December 31,
        2006 were as follows ($ in thousands):
  June 30,
                2007
              
              December 31,
                2006
              
              Increase
                (decrease)Cash
                  and cash equivalents
              
              $
              922,475
              
              
              851,652
              
              $
              70,823Fixed
                  maturity securities
              
              
              3,475,493
              
              
              3,334,645
              
              
              140,848Preferred
                  stocks
              
              
              10,180
              
              
              10,772
              
              
              (592
              )Short-term
                  investments
              
              
              4,849
              
              
              27,123
              
              
              (22,274
              )Other
                  invested asset
              
              
              –
              
              
              4,745
              
              
              (4,745
              )Total
              
              $
              4,412,997
              
              
              4,228,937
              
              $
              184,060
 
 The
        net
        increase in total cash and cash equivalents and investments was due to positive
        net cash flows from operations in the six months ended June 30,
        2007.  Our available-for-sale and trading portfolios are composed
        primarily of diversified, high quality, predominantly publicly traded fixed
        maturity securities.  Our investment portfolio, excluding cash and
        cash equivalents, had a weighted average duration of 2.8 years as of
        June 30, 2007.  We maintain and periodically update our overall
        duration target for the portfolio and routinely monitor the composition of
        and
        cash flows from the portfolio to maintain the liquidity necessary to meet
        our
        obligations.
  Certain
        assets and liabilities associated with underwriting include significant
        estimates.  Reinsurance premiums receivable, deferred acquisition
        costs, unpaid losses and LAE, unearned premiums and commissions payable all
        represent or include significant estimates.  Reinsurance premiums
        receivable as of June 30, 2007 of $336,865,000 included $253,201,000 that
        was based upon estimates.  Reinsurance premiums receivable as of
        December 31, 2006 of $377,183,000 included $315,243,000 that was based upon
        estimates.  The decrease in reinsurance premiums receivable as of
        June 30, 2007 as compared with December 31, 2006 was due to the
        decrease in premiums written.  An allowance for uncollectible
        reinsurance premiums is considered for possible non-payment of such amounts
        due,
        as deemed necessary.  As of June 30, 2007, based on our
        historical experience, the general profile of our ceding companies and our
        ability, in most cases, to contractually offset reinsurance premiums receivable
        with losses and LAE or other amounts payable to the same parties, we did
        not
        establish an allowance for uncollectible reinsurance premiums
        receivable.
  Gross
        unpaid losses and LAE as of June 30, 2007 of $2,393,672,000 included
        $1,684,985,000 of estimates of claims that are incurred but not reported
        ("IBNR").  Gross unpaid losses and LAE as of December 31, 2006 of
        $2,368,482,000 included $1,648,635,000 of IBNR.  Gross losses paid
        related to hurricane losses of 2005 during the six months ended June 30,
        2007 were approximately $90,040,000.
  Commissions
        payable as of June 30, 2007 of $118,805,000 included $97,008,000 that was
        based upon premium estimates.  Commissions payable as of
        December 31, 2006 of $140,835,000 included $124,906,000 that was based upon
        premium estimates.  The decrease in commissions payable as of
        June 30, 2007 as compared with December 31, 2006 was due to the
        decrease in premiums written and is consistent with the decrease in reinsurance
        premiums receivable.
  -38-
 ***Table
            of Contents***
  ***Sources
        of Liquidity***
  Our
        consolidated sources of funds consist primarily of premiums written, investment
        income, proceeds from sales and redemption of investments, losses recovered
        from
        retrocessionaires, issuance of securities and actual cash and cash equivalents
        held by us.  Net cash flows provided by operations, excluding trading
        security activities, for the six months ended June 30, 2007 were
        $218,175,000.
  Platinum
        Holdings is a holding company that conducts no reinsurance operations of
        its
        own.  All of its reinsurance operations are conducted through its
        wholly owned operating subsidiaries:  Platinum Bermuda and Platinum
        US.  As a holding company, the cash flows of Platinum Holdings consist
        primarily of interest, dividends and other permissible payments from its
        subsidiaries and issuances of securities.  Platinum Holdings depends
        on such payments for general corporate purposes and to meet its obligations,
        including the payment of dividends to its preferred and common
        shareholders.
  In
        addition to the net cash flows generated from operations, the Company has
        an
        effective universal shelf registration statement whereby we may issue and
        sell,
        in one or more offerings, up to $750,000,000 of debt, equity and other types
        of
        securities or a combination of the above, including debt securities of Platinum
        Finance unconditionally guaranteed by Platinum Holdings.  This shelf
        registration statement had approximately $440,000,000 of remaining capacity
        as
        of June 30, 2007.  The Company also has a five year, $400,000,000
        credit facility with a syndicate of lenders available for revolving borrowings
        and letters of credit.  The credit facility is generally available for
        our working capital, liquidity, letters of credit and general corporate
        requirements and those of our subsidiaries.  As of June 30, 2007
        this facility had $331,671,000 of capacity available to us.
  ***Liquidity
        Requirements***
  Our
        principal consolidated cash requirements are the payment of losses and LAE,
        commissions, brokerage, operating expenses, dividends to our preferred and
        common shareholders, the servicing of debt, the acquisition of and investment
        in
        businesses, capital expenditures, purchase of retrocessional contracts and
        payment of taxes.
  Platinum
        Bermuda is not licensed, approved or accredited as a reinsurer anywhere in
        the
        United States and, therefore, under the terms of most of its contracts with
        United States ceding companies, it is required to provide collateral to its
        ceding companies for unpaid ceded liabilities in a form acceptable to state
        insurance commissioners.  Typically, this type of collateral takes the
        form of letters of credit issued by a bank, the establishment of a trust,
        or
        funds withheld.  Platinum Bermuda provides letters of credit through
        commercial banks and may be required to provide the banks with a security
        interest in certain investments of Platinum Bermuda including the credit
        facility described above.
  In
        2002,
        we entered into several agreements with The Travelers Companies, Inc., formerly
        The St. Paul Companies, Inc. ("St. Paul"), for the transfer of continuing
        reinsurance business and certain related assets of
        St. Paul.  Among these agreements are quota share retrocession
        agreements effective November 2, 2002 under which we assumed from
        St. Paul unearned premiums, unpaid losses and LAE and certain other
        liabilities on reinsurance contracts becoming effective in 2002 (the "Quota
        Share Retrocession Agreements").  Platinum US is obligated to
        collateralize the liabilities assumed from St. Paul under the Quota Share
        Retrocession Agreements.  In addition, Platinum Bermuda and Platinum
        US have reinsurance and other contracts that also require them to provide
        collateral to ceding companies should certain events occur, such as a decline
        in
        the rating by A.M. Best Company, Inc. ("A.M. Best") below specified
        levels or a decline in statutory equity below specified amounts, or the
        attainment of specified levels of assumed liabilities from certain ceding
        companies.  Some reinsurance contracts also have special termination
        provisions that permit early termination should certain events
        occur.
  -39-
 ***Table
            of Contents***
  We
        believe that the net cash flows generated by the operating activities of
        our
        subsidiaries in combination with cash and cash equivalents on hand will provide
        sufficient funds to meet our liquidity needs over the next twelve
        months.  Beyond the next twelve months, cash flows available to us may
        be influenced by a variety of factors, including economic conditions in general
        and in the insurance and reinsurance markets, legal and regulatory changes
        as
        well as fluctuations from year to year in claims experience and the occurrence
        or absence of large catastrophic events.  If our liquidity needs
        accelerate beyond our ability to fund such obligations from current operating
        cash flows, we may need to liquidate a portion of our investment portfolio,
        borrow under the credit facility described above or raise additional capital
        in
        the capital markets.  Our ability to meet our liquidity needs by
        selling investments or raising additional capital is subject to the timing
        and
        pricing risks inherent in the capital markets.
  ***Capital
        Resources***
  The
        Company does not have any material commitments for capital expenditures as
        of
        June 30, 2007.
  ***Off-Balance
        Sheet Arrangements***
  The
        Company does not have any off-balance sheet arrangements and, therefore,
        there
        is no effect on its financial condition, revenues or expenses, results of
        operations, liquidity, capital expenditures or capital resources from these
        types of arrangements.
  **Economic
        Conditions**
  Periods
        of moderate economic recession or inflation tend not to have a significant
        direct effect on our underwriting operations.  Significant unexpected
        inflationary or recessionary periods can, however, impact our underwriting
        operations and investment portfolio.  Management considers the
        potential impact of economic trends in the estimation process for establishing
        unpaid losses and LAE.
  **Current
        Outlook**
  From
        January through July of 2007 approximately 90% of our business was up for
        renewal.  The size of our net portfolio of business remained
        approximately the same as terms and conditions improved in some lines of
        business and deteriorated in others.
  For
        the
        Property and Marine segment, during 2007 we achieved average rate increases
        of
        over 20% on our U.S. property catastrophe excess renewal business while rates
        on
        our non-U.S. property catastrophe excess renewal business were approximately
        equal to expiring.  In addition, we have achieved average rate
        increases of approximately 7% on our marine renewal business.  Per
        risk excess rates were approximately equal to expiring in both our U.S. and
        non-U.S. renewal business.
  From
        January through July of 2007 we wrote approximately 24% more U.S. catastrophe
        excess-of-loss premium than we did during the same period in 2006.  We
        elected not to renew the collateralized Property Quota Share
        Agreement.  As a consequence of reducing our use of retrocession and
        writing a larger gross portfolio of catastrophe excess-of-loss business in
        2007,
        our net retained risk and potential profit has increased for
        2007.  For 2007 we plan to deploy capacity such that up to
        approximately 22.5% of our total capital could be exposed to an event with
        a
        probability of 1 in 250 years.
  The
        lack
        of significant catastrophe activity in 2006 contributed to excellent financial
        results, stronger balance sheets and increased capacity for many
        reinsurers.  In January 2007, there were a number of government
        initiatives in Florida designed to decrease insurance rates in the
        state.  Of most significance to reinsurers was the large increase in
        the capacity of the Florida Hurricane Catastrophe Fund ("FHCF"), a state-run
        reinsurer.  While the increase in capacity of the FHCF and
        non-governmental reinsurers caused some downward pressure on windstorm
        catastrophe rates the effect was less than we anticipated.  We believe
        that most other classes within the Property and Marine segment will experience
        some rate deterioration for the remainder of 2007.
  -40-
 ***Table
            of Contents***
  For
        the
        Casualty segment, although we believe that the market generally offers adequate
        returns, pricing has been softening.  Ceding companies are willing to
        increase retentions and reinsurers are competing for participation on the
        best
        contracts.  During 2007 rate changes by class of business have ranged
        from an increase of approximately 6% to a decrease of approximately
        13%.  The overall average was a decrease of approximately 4%, against
        a background of upward trending loss costs.  As a result, we believe
        the business underwritten in 2007 will have a lower level of expected
        profitability as compared with the business underwritten in 2006.
  From
        January through July of 2007 we wrote approximately 21% less casualty business
        than we did during the same period in 2006.  We expect market
        conditions will continue to weaken through the remainder of 2007 and that
        fewer
        casualty opportunities will be attractive.  We believe that financial
        security remains a significant concern for buyers of long-tailed reinsurance
        protection who typically seek reinsurers with strong balance sheets, quality
        ratings, and a proven claims-paying record.  We believe that our
        rating, capitalization and reputation as a lead casualty reinsurer position
        us
        well to write profitable business as opportunities arise.
  In
        the
        Finite Risk segment, we believe that the ongoing investigations by the
        Securities and Exchange Commission (the “SEC”), the office of the Attorney
        General for the State of New York, the U.S. Attorney for the Southern District
        of New York as well as various non-U.S. regulatory authorities continues
        to
        reduce demand for limited risk transfer products.  We believe we can
        deploy our human and financial capital more profitably in other lines of
        business.  As a result, we are devoting fewer underwriting and pricing
        resources to this segment than in prior years.  We expect the
        relatively low level of demand will continue during 2007.  We expect
        to continue to focus our efforts on our Property and Marine and Casualty
        segments.
  In
        2006
        we expanded the operations of Platinum Bermuda in order to make it our principal
        reinsurer of our global catastrophe and financial lines reinsurance
        portfolios.  As part of this plan, we began to renew business
        previously written by Platinum UK in Platinum Bermuda.  We also
        renewed certain property catastrophe contracts of Platinum US in Platinum
        Bermuda.  After successfully renewing substantially all of the
        reinsurance business written by Platinum UK in Platinum Bermuda, we ceased
        underwriting reinsurance in Platinum UK in 2007.
  **Critical
        Accounting Estimates**
  It
        is
        important to understand our accounting estimates in order to understand our
        financial position and results of operations.  We consider certain of
        these estimates to be critical to the presentation of the financial results
        since they require management to make estimates and valuation
        assumptions.  These estimates and assumptions affect the reported
        amounts of assets, liabilities, revenues, expenses and related
        disclosures.  Certain of the estimates and assumptions result from
        judgments that are necessarily subjective and consequently actual results
        may
        materially differ from these estimates.  Our critical accounting
        estimates include premiums written and earned, unpaid losses and LAE, valuation
        of investments and evaluation of risk transfer.  For a detailed
        discussion of the Company’s critical accounting estimates please refer to
        Management’s Discussion and Analysis of Financial Condition and Results of
        Operations included in our Annual Report on Form 10-K for the year ended
        December 31, 2006.  There have been no material changes in the
        application of the Company’s critical accounting estimates subsequent to
        December 31, 2006.
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  **ITEM
                  3.**
              **QUANTITATIVE
                  AND QUALITATIVE DISCLOSURES ABOUT MARKET
                  RISK**
  **Market
        and Credit Risk**
  Our
        principal invested assets are fixed maturity securities, which are subject
        to
        the risk of potential losses from adverse changes in market rates and prices
        and
        credit risk resulting from adverse changes in the borrower's ability to meet
        its
        debt service obligations.  Our strategy to limit this risk is to place
        our investments in high quality credit issues and to limit the amount of
        credit
        exposure with respect to any one issuer or asset class.  We also
        select investments with characteristics such as duration, yield, currency
        and
        liquidity to reflect, in the aggregate, the underlying characteristics of
        our
        unpaid losses and LAE.  We attempt to minimize the credit risk by
        actively monitoring the portfolio and requiring a minimum average credit
        rating
        for our portfolio of A2 as defined by Moody's Investor Service
        ("Moody’s").  As of June 30, 2007, the portfolio, excluding cash,
        cash equivalents and short-term investments, had a dollar weighted average
        credit rating of Aa1 as defined by Moody’s.
  We
        have
        other receivable amounts subject to credit risk.  The most significant
        of these are reinsurance premiums receivable from ceding
        companies.  We also have reinsurance recoverable amounts from our
        retrocessionaires.  To mitigate credit risk related to premiums
        receivable, we have established standards for ceding companies and, in most
        cases, have a contractual right of offset thereby allowing us to settle claims
        net of any premiums receivable.  To mitigate credit risk related to
        our reinsurance recoverable amounts, we consider the financial strength of
        our
        retrocessionaires when determining whether to purchase coverage from
        them.  Retrocessional coverage is obtained from companies rated “A-”
or better by A. M. Best Company, Inc. or from retrocessionaires whose
        obligations are fully collateralized.  The financial performance and
        rating status of all material retrocessionaires is routinely
        monitored.
  In
        accordance with industry practice, we frequently pay amounts in respect of
        claims under contracts to reinsurance brokers for payment over to the ceding
        companies.  In the event that a broker fails to make such a payment,
        depending on the jurisdiction, we may remain liable to the ceding company
        for
        the payment.  Conversely, in certain jurisdictions, when ceding
        companies remit premiums to reinsurance brokers, such premiums are deemed
        to
        have been paid to us and the ceding company is no longer liable to us for
        those
        amounts whether or not the funds are actually received by
        us.  Consequently, we assume a degree of credit risk associated with
        our brokers during the premium and loss settlement process.  To
        mitigate credit risk related to reinsurance brokers, we have established
        guidelines for brokers and intermediaries.
  -42-
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  **Interest
        Rate Risk**
  We
        are
        exposed to fluctuations in interest rates.  Movements in rates can
        result in changes in the market value of our fixed maturity portfolio and
        can
        cause changes in the actual timing of receipt of principal payments of certain
        securities.  Rising interest rates result in a decrease in the market
        value of our fixed maturity portfolio and can expose our portfolio, in
        particular our mortgage-backed securities, to extension
        risk.  Conversely, a decrease in interest rates will result in an
        increase in the market value of our fixed maturity portfolio and can expose
        our
        portfolio, in particular our mortgage-backed securities, to prepayment
        risk.  An aggregate hypothetical impact on the market value of our
        fixed maturity portfolio, generated from an immediate parallel shift in the
        treasury yield curve, as of June 30, 2007 is as follows ($ in
        thousands):
  Interest
                  Rate Shift in Basis Points-
                  100 bp
              
              -
                  50 bp
              
              Current
              
              +
                  50 bp
              
              +
                  100 bpTotal
                  market value
              
              $
              3,569,351
              
              
              3,523,829
              
              
              3,475,493
              
              
              3,424,585
              
              $
              3,372,400Percent
                  change in market value
              
              
              2.7
              %
              
              1.4
              %
              
              
              
              
              (1.5
              %)
              
              (3.0
              %)Resulting
                  unrealized appreciation / (depreciation)
              
              $
              15,297
              
              
              (30,225
              )
              
              (78,561
              )
              
              (129,469
              )
              $
              (181,654
              )
 
 **Foreign
        Currency Exchange Rate Risk**
  We
        write
        business on a worldwide basis.  Consequently, our principal exposure
        to foreign currency risk is the transaction of business in foreign
        currencies.  Changes in foreign currency exchange rates can impact
        revenues, costs, receivables and liabilities, as measured in the U.S. dollar,
        our financial reporting currency.  We seek to minimize our exposure to
        large foreign currency risks by holding invested assets denominated in foreign
        currencies to offset liabilities denominated in the same foreign
        currencies.
  **Sources
        of Fair Value**
  The
        following table presents the carrying amounts and estimated fair values of
        our
        financial instruments as of June 30, 2007 ($ in thousands):
  Carrying
                Amount
              
              Fair
                  ValueFinancial
                  assets:Fixed
                  maturity securities
              
              $
              3,475,493
              
              $
              3,475,493Preferred
                  stocks
              
              
              10,180
              
              
              10,180Short-term
                  investments
              
              
              4,849
              
              
              4,849Financial
                  liabilities:Debt
                  obligations
              
              $
              292,840
              
              $
              297,991
 
 The
        fair
        value of fixed maturity securities, preferred stocks and short-term investments
        are based on quoted market prices at the reporting date for those or similar
        investments.
  **Item
                  4.**
              **CONTROLS
                  AND
                  PROCEDURES**
  **Disclosure
        Controls and Procedures**
  Our
        management, including the Chief Executive Officer and Chief Financial Officer,
        carried out an evaluation of the effectiveness of our disclosure controls
        and
        procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
        the
        Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the
        period covered by this report.  Based on that evaluation, our
        management, including the Chief Executive Officer and Chief Financial Officer,
        concluded that our disclosure controls and procedures are effective to provide
        reasonable assurance that information required to be disclosed by us in reports
        that we file or submit under the Exchange Act is recorded, processed, summarized
        and timely reported as specified in the SEC’s rules and forms.
  -43-
 ***Table
            of Contents***
  **Changes
        in Internal Control over Financial Reporting**
  No
        changes occurred during the quarter ended June 30, 2007 in our internal
        control over financial reporting that have materially affected, or are
        reasonably likely to materially affect, our internal control over financial
        reporting.
  **Forward-Looking
        Statements**
  This
        Form
        10-Q contains forward-looking statements within the meaning of Section 27A
        of
        the Securities Act and Section 21E of the Exchange
        Act.  Forward-looking statements are necessarily based on estimates
        and assumptions that are inherently subject to significant business, economic
        and competitive uncertainties and contingencies, many of which are subject
        to
        change.  These uncertainties and contingencies can affect actual
        results and could cause actual results to differ materially from those expressed
        in any forward-looking statements made by, or on behalf of, us.
  In
        particular, statements using words such as “may,” “should,” “estimate,”
“expect,” “anticipate,” “intend,” “believe,” “predict,” “potential,” or words of
        similar import generally involve forward-looking statements.  For
        example, we have included certain forward-looking statements in “Management’s
        Discussion and Analysis of Financial Condition and Results of Operations” with
        regard to trends in results, prices, volumes, operations, investment results,
        margins, risk management and exchange rates.  This Form 10-Q also
        contains forward-looking statements with respect to our business and industry,
        such as those relating to our strategy and management objectives and trends
        in
        market conditions, market standing, product volumes, investment results and
        pricing conditions.
  In
        light
        of the risks and uncertainties inherent in all future projections, the inclusion
        of forward-looking statements in this Form 10-Q should not be considered
        as a
        representation by us or any other person that our objectives or plans will
        be
        achieved.  Numerous factors could cause our actual results to differ
        materially from those in forward-looking statements, including the
        following:
  (1)
              significant
                  weather-related or other natural or man-made disasters over which
                  we have
                  no control;
  (2)
              the
                  adequacy of our liability for unpaid losses and loss adjustment
                  expenses,
                  including, but not limited to, losses from Hurricanes Katrina,
                  Rita and
                  Wilma and the possibility that ultimate losses and loss adjustment
                  expenses from these hurricanes may prove to be materially different
                  from
                  estimates made to date;
  (3)
              the
                  effectiveness of our loss limitation methods and pricing
                  models;
  (4)
              our
                  ability to maintain our A.M. Best Company, Inc.
                  rating;
  (5)
              conducting
                  operations in a competitive
                  environment;
  (6)
              the
                  cyclicality of the property and casualty reinsurance
                  business;
  (7)
              tax,
                  regulatory or legal restrictions or limitations applicable to us
                  or the
                  property and casualty reinsurance business
                  generally;
  (8)
              our
                  ability to maintain our business relationships with reinsurance
                  brokers;
  (9)
              the
                  availability of retrocessional reinsurance on acceptable
                  terms;
  (10)
              market
                  volatility and interest rate and currency exchange rate
                  fluctuation;
  (11)
              general
                  political and economic conditions, including the effects of civil
                  unrest,
                  acts of terrorism, war or a prolonged U.S. or global economic downturn
                  or
                  recession; and
  -44-
 ***Table
            of Contents***
  (12)
              changes
                  in our plans, strategies, objectives, expectations or intentions,
                  which
                  may happen at any time at our
                  discretion.
 
 As
        a
        consequence, current plans, anticipated actions and future financial condition
        and results may differ from those expressed in any forward-looking statements
        made by or on behalf of us.  The foregoing factors, which are
        discussed in more detail in Item 1A – “Risk Factors” in our Annual Report on
        Form 10-K for the year ended December 31, 2006, should not be construed as
        exhaustive.  Additionally, forward-looking statements speak only as of
        the date they are made, and we undertake no obligation to release publicly
        the
        results of any future revisions or updates we may make to forward-looking
        statements to reflect new information or circumstances after the date hereof
        or
        to reflect the occurrence of future events.
  **PART
        II – OTHER INFORMATION**
  **Item2.**
              **UNREGISTERED
                  SALES OF EQUITY SECURITIES AND USE OF
                  PROCEEDS**
  (c)           Following
        is a summary of purchases by us of our common shares during the quarterly
        period
        ended June 30, 2007:
  Period
              
              (a)
                Total
                  Number of Shares Purchased
              
              (b)
                Average
                  Price paid per Share
              
              (c)
                Total
                  Number of Shares Purchased as Part of Publicly Announced Plans
                  *
              
              (d)
                Maximum
                  Dollar Amount that May Yet Be Purchased Under the Plan or
                  ProgramsApril
                  1, 2007 – April 30, 2007
              
              
              –
              
              
              –
              
              
              –
              
              $
              40,015,000May
                  1, 2007 – May 31, 2007
              
              
              –
              
              
              –
              
              
              –
              
              
              40,015,000June 1,
                  2007 – June 30, 2007
              
              
              363,803
              
              $
              34.57
              
              
              363,803
              
              
              27,439,000Total
              
              
              363,803
              
              $
              34.57
              
              
              363,803
              
              $
 
 *
              On
                  August 4, 2004, the Company announced that its Board of Directors
                  had
                  approved a plan to repurchase up to $50,000,000 of its common
                  shares.  On July 26, 2007 the Board approved an increase to the
                  repurchase plan of $222,561,000 to a result in authority as of
                  July 26,
                  2007 to repurchase up to a total of $250,000,000 to a result in
                  authority
                  as of July 26, 2007 of $250,000,000 that may yet be purchased under
                  the
                  plan.
  
 **Item
                  4.**
              **SUBMISSION
                  OF MATTERS TO A VOTEOF SECURITY
                  HOLDERS**
  The
        Company’s 2007 Annual General Meeting of Shareholders (the "Annual Meeting") was
        held on April 25, 2007.  Proxies for the Annual Meeting were solicited
        pursuant to Regulation 14A under the Exchange Act.  There was no
        solicitation in opposition to management’s nominees as listed in the Company’s
        proxy statement dated March 26, 2007.  The Company’s shareholders (1)
        elected nine directors to the Company’s Board of Directors to serve until the
        2008 Annual General Meeting of Shareholders and (2) ratified the selection
        of
        KPMG LLP as the Company’s independent registered public accounting firm for the
        2007 fiscal year.  Set forth below are the voting results for these
        proposals:
  -45-
 ***Table
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  ELECTION
        OF DIRECTORS OF THE COMPANY
  For
              
              WithheldH.
                  Furlong Baldwin
              
              
              54,988,290
              
              
              869,681Jonathan
                  F. Bank
              
              
              54,989,090
              
              
              868,881Dan
                  R. Carmichael
              
              
              54,818,952
              
              
              1,039,019Robert
                  V. Deutsch
              
              
              54,983,292
              
              
              874,679A.
                  John Hass
              
              
              54,989,090
              
              
              868,881Edmund
                  R. Megna
              
              
              54,821,982
              
              
              1,035,989Steven
                  H. Newman
              
              
              53,791,406
              
              
              2,066,565Michael
                  D. Price
              
              
              54,989,090
              
              
              868,881Peter
                  T. Pruitt
              
              
              54,986,831
              
              
              871,140
 
 RATIFICATION
        OF SELECTION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        FOR
        THE 2007 FISCAL YEAR
  For
              
              Against
              
              Abstain
              
              Broker
                  Non-Votes55,813,298
              
              
              38,847
              
              
              5,826
              
              
              0
 
 **Item
                  6.**
              **EXHIBITS**
  Exhibit
                  Number
              
              Description10.1*
              
              Employment
                  Agreement dated June 1, 2007 between Platinum Holdings and
                  James A. Krantz. (1)10.2*
              
              Separation
                  Agreement dated June 1, 2007 between Platinum Holdings and
                  Joseph F. Fisher. (1)10.3*
              
              Platinum
                  Underwriters Holdings, Ltd. Change in Control Severance Plan. (1)10.4*
              
              Platinum
                  Underwriters Holdings, Ltd. Amended and Restated Executive Incentive
                  Plan.
                  (1)31.1
              
              Certification
                  of Michael D. Price, Chief Executive Officer of Platinum Holdings,
                  pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange
                  Act.31.2
              
              Certification
                  of James A. Krantz, Chief Financial Officer of Platinum
                  Holdings, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange
                  Act.32.1
              
              Certification
                  of Michael D. Price, Chief Executive Officer of Platinum Holdings,
                  pursuant to 18 U.S.C. section 1350, as adopted pursuant to section
                  906 of
                  the Sarbanes-Oxley Act of 2002.32.2
              
              Certification
                  of James A. Krantz, Chief Financial Officer of Platinum
                  Holdings, pursuant to 18 U.S.C. section 1350, as adopted pursuant
                  to
                  section 906 of the Sarbanes-Oxley Act of
                  2002.
  
 *
              Items
                  denoted with an asterisk represent management contracts or compensatory
                  plans or arrangements.
  (1)
              Incorporated
                  by reference from Platinum Holdings’ Current Report on Form 8-K, filed
                  with the Securities and Exchange Commission on June 4,
                  2007.
  -46-
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            of Contents***
  **SIGNATURES**
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, the registrant
        has
        duly caused this report to be signed on its behalf by the undersigned thereunto
        duly authorized.
 
 PLATINUM
                  UNDERWRITERS HOLDINGS, LTD
 
 Date:
                  July 26, 2007
              /s/  MICHAEL
                  D. PRICEBy:
                  Michael D. PricePresident
                  and Chief Executive Officer
                (Principal
                  Executive Officer)
 
 Date:
                  July 26, 2007
              /s/ JAMES
                  A. KRANTZBy:
                  James A. KrantzExecutive
                  Vice President and Chief Financial Officer
                (Principal
                  Financial and Accounting
                  Officer)






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