UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 7 18, 2009

RAM Holdings Ltd.
(Exact name of registrant as specified in its charter)

Bermuda	~~001-32864~~	~~Not Applicable~~001-32864	Not Applicable
(State or other jurisdiction	~~(Commission~~	(~~I.R.S. Employer~~Commission	(I.R.S. Employer
of incorporation)	~~File Number)~~	~~Identification~~File ~~No.~~Number)	Identification No.)
		RAM Re House
		46 Reid Street
		Hamilton HM 12 Bermuda
		(Address of principal executive offices)
		(Zip Code)

RAM Re House 46 Reid Street Hamilton HM 12 Bermuda (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (441) 296-6501

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 15.~~01.~~02 ~~Entry~~Departure ~~Into~~of ADirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On(b) The ~~April~~employment 7of Mr. James Gerry, ~~2009~~Managing Director - Municipal & Infrastructure Finance, ~~RAM~~ ~~Reinsurance~~terminated by mutual agreement with the Company ~~Ltd.~~effective ~~(“RAM~~April ~~Re”)~~18, ~~the~~2009 ~~operating~~as ~~subsidiary~~a result of the Company’s determination ~~RAM~~not ~~Holdings~~to ~~Ltd.~~write (any new business in the ~~“Company”)~~near term, ~~entered~~as ~~into~~discussed amore ~~commutation~~fully ~~agreement (~~in the ~~“Commutation~~Company’s ~~Agreement”) with~~annual ~~Ambac~~report ~~Assurance~~on ~~Corporation~~Form ~~and~~10-K ~~its~~for ~~affiliate~~the year ended December 31, 2008, filed on April 15, 2009 (the “~~Ambac~~10-K”). ~~The~~Mr. ~~Commutation Agreement~~Gerry ~~provides,~~will ~~among~~be ~~other~~paid ~~things,~~the ~~for~~compensation that ~~RAM~~he Reis entitled to ~~pay~~receive upon a ~~$97~~termination ~~million~~without ~~settlement payment~~“Cause”/for “Good Reason” under the Fourth Amended and $1Restated Employment Agreement between Mr.3 ~~million~~Gerry, ofRAM ~~claims~~Holdings ~~payments~~Ltd. toand ~~commute~~RAM ~~the~~Reinsurance ~~entire~~Company $7Ltd.4, dated as of ~~billion~~November ~~insured~~11, ~~portfolio~~2008 ~~assumed~~(the ~~from~~“Employment ~~Ambac,~~Agreement”). ~~and~~The ~~for~~terms ~~each~~of ~~party~~the ~~thereto~~Employment toAgreement, ~~release~~ including the ~~other~~terms ~~party~~regarding ~~from~~compensation ~~all~~upon ~~liabilities~~termination ~~and~~without ~~obligations~~“Cause”/for ~~under~~“Good ~~all~~Reason” ~~reinsurance agreements~~are disclosed in Part III, Item ~~between~~11 of the ~~parties~~10-K.

~~Item 9.01 Financial Statements and Exhibits~~ 2

~~The following material is furnished as an exhibit to this Current Report on Form 8-K:~~SIGNATURES

~~(d)~~ Pursuant ~~Exhibits~~to ~~No.~~the ~~99.1~~requirements ~~Press~~of ~~Release~~the ~~dated~~Securities ~~April~~Exchange 8Act of 1934, ~~2009~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

			RAM Holdings Ltd.
			(Registrant)


Dated: April 21, 2009	By:	/s/	Victoria W. Guest
		Name:	Victoria W. Guest
		Title:	General Counsel

~~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 hereunto duly authorized.~~ 3

		RAM Holdings Ltd.
		(Registrant)
Dated: April 8, 2009		By: /s/ Victoria Guest
		Name: Victoria Guest
		Title: General Counsel

INDEX TO EXHIBITS

Exhibit Number		Description of Exhibit
99.1		Press Release re Ambac Commutation issued April 8, 2009

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