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): February 7, 2006 (February 6, 2006)

AXIS CAPITAL HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Bermuda	001-31721	98-0395986
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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:

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

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

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

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

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

On February 6, 2006, Mr. John R. Charman, the Chief Executive Officer and President of AXIS Capital Holdings Limited, a Bermuda company (the “Company), and AXIS Specialty Limited, a Bermuda company and a subsidiary of the Company (“AXIS Specialty Bermuda”), informed the Company that he has decided that he will retire from his positions with both companies on December 31, 2008, the expiration date of his existing employment agreement with AXIS Specialty Bermuda.  Mr. Charman advised the Company that his decision is the result of his divorce proceeding currently pending in the United Kingdom.

A copy of our press release announcing Mr. Charman’s decision to retire at the end of 2008 is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.Financial Statements and Exhibits

99.1Press Release dated February 7, 2006.

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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: February 7, 2006	AXIS CAPITAL HOLDINGS LIMITED
	By:	/s/ Michael A. Butt
		Michael A. Butt
		Chairman of the Board

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EXHIBIT INDEX

Exhibit Number	Description of Document
99.1	Press Release dated February 7, 2006

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Contacts	Media Contact
Andrew Cook / Linda Ventresca	Joseph Kuo / Caroline Gentile
AXIS Capital Holdings Limited	Kekst and Company
info@axiscapital.com	(212) 521-4800
(441) 297-9513

JOHN CHARMAN TO RETIRE AS CEO OF AXIS CAPITAL ON DECEMBER 31, 2008

Pembroke, Bermuda, February 7, 2006 – AXIS Capital Holdings Limited (“AXIS Capital”) (NYSE:  AXS) today announced that its Chief Executive Officer and President, John Charman, has informed the Company that he has decided to retire at the end of December 2008 when his existing employment agreement expires.  Mr. Charman advised the Company that his decision is the result of his divorce proceeding currently pending in the United Kingdom.

Michael Butt, Chairman of AXIS Capital, stated:  “Since the inception of AXIS, our Board of Directors has reviewed senior management succession annually and the Company has developed a very strong and deep management group.  Of course, 2009 is some time away.  Meanwhile, John remains totally committed to the Company, our strategy remains unchanged and I look forward to continuing to implement it with him.”

AXIS Capital is a Bermuda-based global provider of specialty lines insurance and treaty reinsurance with shareholders’ equity at December 31, 2005 of $3.5 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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AXIS Capital Holdings Limited  106 Pitts Bay Road  Pembroke, Bermuda  HM08

Tel. 441.296.2600  Fax 441.296.3140

www.axiscapital.com