Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

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Item 1.

(a)

Name of Issuer

Bristol West Holdings, Inc.

(b)

Address of Issuer's Principal Executive Offices

5701 Stirling Road
Davie, FL 33314

Item 2.

(a)

Name of Person Filing

Bristol West Associates LLC
KKR 1996 Fund L.P.
KKR Associates 1996 L.P.
KKR 1996 GP LLC

(b)

Address of Principal Business Office or, if none, Residence

C/O KOHLBERG KRAVIS ROBERTS & CO
9 WEST 57TH STREET
NEW YORK, NY 10019

(c)

Citizenship

New York

(d)

Title of Class of Securities

Common Stock, $0.01 par value

(e)

CUSIP Number

11037M105

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[    ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[    ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[    ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[    ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

[    ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

[    ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[    ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

[    ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[    ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[    ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

(a)

Amount beneficially owned:

Shares shown as beneficially owned by KKR 1996 GP LLC are owned of record by Bristol West Associates LLC. KKR 1996 GP LLC is the general partner of KKR Associates 1996 L.P., which is the general partner of KKR 1996 Fund, L.P., which is the managing member of Bristol West Associates LLC, which previously owned 12,257,368 shares of common stock of Bristol West Holdings, Inc. Messrs. Henry R. Kravis, George R. Roberts, Paul E. Raether, Michael W. Michelson, James H. Greene, Jr., Perry Golkin, Scott M. Stuart, Edward A. Gilhuly, Johannes Huth, Todd A. Fisher and Alexander Navab, as members of KKR 1996 GP LLC, may be deemed to share beneficial ownership of any shares beneficially owned by KKR 1996 GP LLC but disclaim such beneficial ownership.

(b)

Percent of class:

See Item 11 of each cover page

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

See Item 5 of each cover page

(ii)

Shared power to vote or to direct the vote

See Item 6 of each cover page

(iii)

Sole power to dispose or to direct the disposition of

See Item 7 of each cover page

(iv)

Shared power to dispose or to direct the disposition of

See Item 8 of each cover page

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ].

Instruction: Dissolution of a group requires a response to this item.

                                 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Item 8.

Identification and Classification of Members of the Group

Item 9.

Notice of Dissolution of Group

Item 10.

Certifications

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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