8-K

SECURITIES  AND EXCHANGE COMMISSION

Washington, D.C. 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): December 16, 2005 (December 12, 2005)

AXIS CAPITAL HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Bermuda	001-31721	98-0395986
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

106 Pitts Bay Road
Pembroke, Bermuda	HM 08
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 441-296-2600

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:

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

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

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

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

Items 1.02 and 5.02. Termination of a Material Definitive Agreement; Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

                On December 12, 2005, Mr. Andrew Cook, the Chief Financial Officer of AXIS Capital Holdings Limited, a Bermuda company (the “Company”), notified the Company that he is leaving the Company effective April 1, 2006 for personal reasons.  In connection with his leaving, the Employment Agreement between Mr. Cook and AXIS Specialty Limited, dated as of January 1, 2004, will be terminated.  Under this agreement, Mr. Cook’s term of service would have continued until December 31, 2006 followed by automatic one-year renewals unless notice of termination of his employment was provided by either party at least six months prior to the end of the term.

Item 9.01.              Financial Statements and Exhibits

99.1         Press Release dated December 12, 2005.

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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.

Dated: December 16, 2005	AXIS CAPITAL HOLDINGS LIMITED
	By:	/s/	Carol S. Rivers
			Carol S. Rivers
			General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Description of Document
99.1	Press Release dated December 12, 2005

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Contacts	Media Contacts
Andrew Cook / Linda Ventresca	Caroline Gentile
AXIS Capital Holdings Limited	Kekst and Company
info@axiscapital.com	(212) 521-4883
(441) 297-9513

AXIS CAPITAL ANNOUNCES ANDREW COOK, CFO, TO LEAVE COMPANY

Pembroke, Bermuda, December 12, 2005 — AXIS Capital Holdings Limited (“AXIS Capital”) (NYSE:  AXS) today announced that its Chief Financial Officer, Andrew Cook, will step down, effective April 1, 2006, for personal reasons.  The Company has commenced an executive search for his replacement.

John Charman, Chief Executive Officer and President of AXIS Capital, stated:  “As our Chief Financial Officer since our founding, Andrew has been instrumental in advancing our financial reporting practices, directing our activities in the capital markets and developing our relationships with both the investment community and the rating agencies.  Andrew has played a major part in the evolution of AXIS as a leading global insurance and reinsurance company. We are pleased that Andrew will be staying on to ensure a smooth transition in this position.”

Andrew Cook stated:  “It has been a tremendous experience to have been a part of AXIS from its inception.  With our most recent capital raising activities, I believe that I will be leaving AXIS in a position of continued financial strength.  The past couple of years have been difficult for me on a personal basis, and I look forward to being able to spend more time with my family.”

AXIS Capital is a Bermuda-based global provider of specialty lines insurance and treaty reinsurance with shareholders’ equity at September 30, 2005 in excess of $2.8 billion and locations in Bermuda, the United States, Europe and Singapore.  Its operating subsidiaries have been assigned a rating of “A” (“Excellent”) by A.M. Best and a rating of “A” (“Strong”) by

Standard & Poor’s.  AXIS Capital has been assigned a senior unsecured debt rating of Baa1 (stable) by Moody’s Investors Service and BBB+ (stable) by Standard & Poor’s.  For more information about AXIS Capital, visit our website at www.axiscapital.com.

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