FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Carey James D 2. Date of Event Requiring Statement (Month/Day/Year) 11/06/2013 3. Issuer Name and Ticker or Trading Symbol Enstar Group LTD [ESGR] (Last) (First) (Middle) C/O STONE POINT CAPITAL LLC, 20 HORSENECK LANE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) GREENWICH, CT 06830-6327 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Ordinary Shares 1,350,000 I See Note (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Carey James D C/O STONE POINT CAPITAL LLC 20 HORSENECK LANE GREENWICH, CT 06830-6327	  X	Â	Â	Â

Signatures

/s/ Audrey B. Taranto by power of attorney		11/15/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Consists of: (a) 773,556 ordinary shares held by Trident V, L.P., (b) 542,505 ordinary shares held by Trident V Parallel Fund, L.P., and (c) 33,939 ordinary shares held by Trident V Professionals Fund, L.P. Mr. Carey is a member of the investment committee and owner of one of the four general partners of both of Trident Capital V, L.P. (the general partner of Trident V, L.P.) and Trident Capital V-PF (the general partner of Trident V Parallel Fund, L.P.). Mr. Carey is also a member and senior principal of Stone Point Capital LLC and a shareholder and director of Stone Point GP Ltd., which is the general partner of Trident V Professionals Fund, L.P. Mr. Carey disclaims beneficial ownership of the shares held of record or beneficially by Trident V, L.P., Trident V Parallel Fund, L.P., and Trident V Professionals Fund, L.P., except to the extent of any pecuniary interest therein.

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