Exhibit 99.3

ENSTAR GROUP LIMITED
UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

     The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of Enstar Group Limited (“Enstar”) and the consolidated results of Clarendon National Insurance Company and its insurance subsidiaries: Clarendon America Insurance Company; Harbor Specialty Insurance Company and Clarendon Select Insurance Company (the acquired companies collectively, “Clarendon”), and have been prepared to illustrate the effects of the acquisition of all of the outstanding share capital of Clarendon by Clarendon Holdings, Inc., a wholly-owned subsidiary of Enstar, which was completed on July 12, 2011. The following data is presented as if the acquisition was completed as of June 30, 2011 for the unaudited pro forma condensed combined balance sheet and as of January 1, 2010 for the unaudited pro forma condensed combined consolidated statements of earnings. The unaudited condensed combined pro forma financial information (i) is based on the acquisition price paid by Enstar of approximately $219.1 million to the former shareholders of Clarendon and (ii) reflects the purchase of Clarendon under the purchase method of accounting for business combinations and represents a current estimate of the financial information based on available information from Enstar and Clarendon.

     The pro forma information includes adjustments to record the assets and liabilities of Clarendon at their estimated fair values under the purchase method of accounting for business combinations. Enstar has not yet finalized the purchase accounting for the acquisition of Clarendon, and therefore these fair values represent management’s current best estimate and may be subject to adjustment as additional information becomes available and as additional analyses are performed. To the extent there are significant changes to Clarendon’s business, the assumptions and estimates herein could change significantly. The pro forma financial information is presented for illustrative purposes only under one set of assumptions and does not reflect the financial results of the combined companies had consideration been given to other assumptions or to the impact of possible operating efficiencies, asset dispositions, and other factors. Further, the pro forma financial information does not necessarily reflect the historical results of the combined company that actually would have occurred had the transaction been in effect at the date or during the periods indicated or that may be obtained in the future. The unaudited pro forma condensed combined financial statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements, including the related notes, of Enstar covering the twelve-month period ended December 31, 2010 included in Enstar’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which was filed with the United States Securities and Exchange Commission on March 7, 2011, as well as the historical financial statements of Clarendon included elsewhere in this Current Report on Form 8-K.

Enstar Group Limited
Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet
As of June 30, 2011
(Expressed in thousands of U.S. dollars)

										Adjustment
		Enstar				Clarendon				Entries				Combined
Assets
Total investments		$	2,592,489			$	688,920				—			$	3,281,409
Cash and cash equivalents			759,724				117,018				(112,577)	(a)			764,165
Restricted cash and cash equivalents			512,792				7,198				—				519,990
Reinsurance balances receivable			1,004,111				1,173,076				(127,203)	(b)			2,049,984
Funds held by reinsured companies			230,973				—				—				230,973
Other assets			100,672				4,139				—				104,811
Total Assets		$	5,200,761			$	1,990,351			$	(239,780	)		$	6,951,332
Liabilities
Losses and loss adjustment expenses		$	3,267,341			$	1,677,245			$	(84,150)	(b)		$	4,860,436
Reinsurance balances payable			224,266				18,199				(1,400)	(b)			241,065
Loans payable			205,636				—				106,500	(a)			312,136
Other liabilities			157,279				34,177				—				191,456
Total Liabilities			3,854,522				1,729,621				20,950				5,605,093
Shareholders’ Equity
Share capital			17,243				4,800				(4,800)	(a)			17,243
Treasury stock			(421,559	)			—				—				(421,559	)
Additional paid-in capital			774,637				736,128				(736,128)	(a)			774,637
Accumulated other comprehensive income			50,336				—				—				50,336
Retained earnings			664,021				(480,198	)			521,851	(a)			664,021
											(41,653)	(b)
Total Enstar Shareholders’ Equity			1,084,678				260,730				(260,730	)			1,084,678
Noncontrolling interest			261,561				—				—				261,561
Total Shareholders’ Equity			1,346,239				260,730				(260,730	)			1,346,239
Total Liabilities and Shareholders’ Equity		$	5,200,761			$	1,990,351			$	(239,780	)		$	6,951,332

To record the acquisition of Clarendon by Enstar Group Limited using the purchase method of accounting. A summary of adjustments is as follows:

Total purchase price (cash of $112,577 and notes payable of $106,500)						$	219,077
Net assets acquired at fair value:
Cash			117,018
Restricted cash			7,198
Investments
Short-term investments, trading			60,376
Fixed maturities, trading			623,530
Equities			5,014
Total investments			688,920
Reinsurance balances receivable			1,045,873
Accrued interest and other receivables			4,139
Losses and loss adjustment expenses			(1,593,095	)
Insurance balances payable			(16,799	)
Funds withheld			(26,277	)
Other liabilities			(7,900	)
Net assets acquired at fair value						$	219,077

To record the fair value adjustments as at the date of acquisition.

Enstar Group Limited
Unaudited Pro Forma Condensed Combined Consolidated Statement of Earnings
For the Six Months Ended June 30, 2011
(Expressed in thousands of U.S. dollars)

										Adjustment
		Enstar				Clarendon				Entries				Combined
Income
Consulting fees		$	6,081			$	—				—			$	6,081
Net investment income			41,470				5,893				—				47,363
Net realized and unrealized gains			8,632				3,827				—				12,459
Gain on bargain purchase			13,105				—				—				13,105
			69,288				9,720				—				79,008
Expenses
Net reduction in ultimate loss and loss adjustment expense liabilities			(38,387	)			12,163				4,525	(b)			(21,699	)
Salaries and benefits			27,105				7,885				—				34,990
General and administrative expenses			45,961				21,715				217	(b)			67,893
Interest expense			3,663				1,035				1,771	(a)			6,469
Net foreign exchange losses			9,266				—				—				9,266
			47,608				42,798				6,513				96,919
Earnings (loss) before income taxes			21,680				(33,078	)			(6,513	)			(17,911	)
Income taxes			(1,592	)			(627	)			—				(2,219	)
Net (loss) earnings			20,088				(33,705	)			(6,513	)			(20,130	)
Less: Net earnings attributable to noncontrolling interest			(7,210	)			—				—				(7,210	)
Net earnings (loss) from continuing operations		$	12,878			$	(33,705	)		$	(6,513	)		$	(27,340	)
Earnings (loss) per share — basic		$	0.96											$	(2.03	)
Earnings (loss) per share — diluted		$	0.94												(2.03	)(c)
Weighted average shares outstanding — basic			13,475,418												13,475,418
Weighted average shares outstanding — diluted			13,755,623												13,475,418

Enstar Group Limited
Unaudited Pro Forma Condensed Combined Consolidated Statement of Earnings
For the Year Ended December 31, 2010
(Expressed in thousands of U.S. dollars)

										Adjustment
		Enstar				Clarendon				Entries				Combined
Income
Consulting fees		$	23,015			$	—				—			$	23,015
Net investment income			99,906				16,479				—				116,385
Net realized and unrealized gains			13,137				13,254				—				26,391
Net premiums earned			—				(5,736	)			—				(5,736	)
			136,058				23,997				—				160,055
Expenses
Net reduction in ultimate loss and loss adjustment expense liabilities			(311,834	)			(193,151	)			9,735	(b)			(495,250	)
Salaries and benefits			86,677				23,003				—				109,680
General and administrative expenses			59,201				9,350				783	(b)			69,334
Interest expense			10,253				6,289				4,115	(a)			20,657
Net foreign exchange gains			(398	)			—								(398	)
			(156,101	)			(154,509	)			14,633				(295,977	)
Earnings before income taxes and share of net earnings of partly owned company			292,159				178,506				(14,633	)			456,032
Income taxes			(87,132	)			(130	)			—				(87,262	)
Share of net earnings of partly owned company			10,704				—				—				10,704
Net earnings			215,731				178,376				(14,633	)			379,474
Less: Net earnings attributable to noncontrolling interest			(41,645	)			—				—				(41,645	)
Net earnings from continuing operations		$	174,086			$	178,376			$	(14,633	)		$	337,829
Earnings per share — basic		$	12.91											$	25.04
Earnings per share — diluted		$	12.66											$	24.57
Weighted average shares outstanding — basic			13,489,221												13,489,221
Weighted average shares outstanding — diluted			13,751,256												13,751,256