RAM Holdings (RAMR)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) On August 15, 2006, Mr. Keith W. Abell submitted a letter to the Board of Directors tendering his resignation from the Board of Directors effective immediately. Mr. Abell resigned because his role as Chairman of GSC Asia and his associated efforts with Tishman Speyer GSC China Fund, L.P. require him to relocate to Shanghai, China, making it impractical for him to continue his service on the Board of Directors of the Company.

(c) On August 16, 2006, the Board of Directors of the Company appointed Laryssa Yuel as the Financial Controller and Principal Accounting Officer of the Company. Ms. Yuel is thirty years old and has been employed by the Company since 2004, first as a Senior Accountant and then as Assistant Financial Controller prior to her promotion to Financial Controller in 2006. From 2001 to 2003, Ms. Yuel was an Audit senior, insurance, for KPMG Bermuda. As an Audit senior, Ms. Yuel oversaw audits of insurance companies from the planning stage through the preparation of financial statements.

(d) On August 16, 2006, on recommendation of the Nominating and Corporate Governance Committee of the Company, the Board of Directors of the Company appointed Mr. Allan S. Bufferd to fill the vacancy created by the resignation of Mr. Abell. Mr. Bufferd will serve as a Director until the next Annual General Meeting of the shareholders of the Company, when it is expected that he will be placed on the ballot for election by the shareholders. The Board also determined that Mr. Bufferd is an independent director under the requirements of the Nasdaq Global Market. Mr. Bufferd was appointed to the Risk Management Committee (formerly the Underwriting Committee) of the Board of Directors of RAM Reinsurance Company Ltd., the Company’s subsidiary. Mr. Bufferd will be compensated for service on the Board of Directors in the same manner as the other "unaffiliated directors." Mr. Bufferd will receive a retainer of $30,000 per year, $1,500 per board meeting for service on the Board of Directors of the Company and $800 per committee meeting for his service on the Risk Management Committee. In connection with his appointment to the Board of Directors, Mr. Bufferd was granted options to purchase 13,000 of the Company’s common shares under the 2006 Equity Plan of the Company.

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 hereunto duly authorized.

Exhibit Index