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Section 1: CORRESP



800 Fifth Avenue, Suite 4100

Seattle, Washington 98104

May 29, 2018


Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Michael Clampitt and David Gessert


  Re: WMIH Corp.
       Registration Statement on Form S-4
       Filed March 23, 2018
       File No. 333-223862


Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, WMIH Corp. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form S-4, as amended by Amendment No. 1 and Amendment No. 2 thereto, so that it will become effective at 4:00 p.m., Eastern Time, on Thursday, May 31, 2018 or as soon thereafter as is practicable.

In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:


    the Registrant is responsible for the adequacy and accuracy of the disclosure in the filing;


    should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;


    the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and


    the Registrant may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Securities and Exchange Commission

Attention: Michael Clampitt and David Gessert

Page 2 of 2


Please contact Elizabeth Cooper (212-455-3407) of Simpson Thacher & Bartlett LLP with any questions you may have regarding this request. In addition, please notify Ms. Cooper by telephone when this request for acceleration has been granted.


By:   /s/ Charles Edward Smith
Name: Charles Edward Smith, Esq.
Title:   Chief Legal Officer and Secretary


cc: Securities and Exchange Commission
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