PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents previously filed by the registrant with the Commission are incorporated in this Registration Statement by reference and shall be deemed a part hereof:

1. The registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed on March 1, 2007.

2. All other reports filed by the registrant under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2006.

3. The description of the Company’s shares set forth under the heading “Description of Share Capital” in the Company’s Prospectus, dated February 15, 2006, filed pursuant to Rule 424(b) under the Securities Act, which constitutes a part of the Company’s Registration Statement on Form S-3, as amended (File No. 333-118023), filed under the Securities Act, including any amendment or report filed for the purpose of updating such description.

In addition, all reports and documents filed by the registrant under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities being offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in and to be part of this Registration Statement from the filing date of each such document.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel

Not Applicable.

Item 6. Indemnification of Directors and Officers

Bye-law 30 of the Company’s bye-laws provides, among other things, that: the directors, officers and any other persons appointed to a committee of the board of directors of the Company, and their heirs, executors and administrators (collectively, the “Indemnitees”), shall be indemnified and secured harmless out of the assets of the Company to the full extent permitted by law from and against all actions, costs, charges, liabilities, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the conduct of the Company’s business or the execution of their duty, or supposed duty, or in their respective offices or trusts, and none of them shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto; provided, that this indemnity shall not extend to any matter in which any of said persons is found, in a final judgment or decree not subject to appeal, to have committed fraud or dishonesty. Bye-law 30 also provides that the Company may advance moneys to the Indemnitees or any of them for the costs, charges and expenses incurred by them in defending any civil or criminal proceedings against them, on condition that any person to whom such moneys are advanced shall repay the advance if any allegation of fraud or dishonesty is proved against such person.

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Bye-law 31 of the Company’s bye-laws provides that each shareholder agrees to waive any claim or right of action it might have, whether individually or by or in the right of the Company, against any director or officer on account of any action taken by such director or officer, or the failure of such director or officer to take any action in the performance of his duties with or for the Company, provided that such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such director or officer.

The Bermuda Companies Act of 1981, as amended (the “Companies Act”), provides that a Bermuda company may indemnify its director in respect of any loss arising or liability attaching to them as a result of any negligence, default, breach of duty or breach of trust of which they may be guilty. However, the Companies Act also provides that any provision, whether contained in the company’s bye-laws or in a contract or arrangement between the company and the director, indemnifying such director against any liability which would attach to him in respect of his fraud or dishonesty will be void.

The Company has purchased directors and officers liability insurance policies. Such insurance would be available to the Company’s directors and officers in accordance with its terms. In addition, certain directors may be covered by directors and officers liability insurance policies purchased by their respective employers.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits

The following exhibits are filed as part of this Registration Statement:

Exhibit No.		Description

4.1		Certificate of Incorporation and Memorandum of Association of the Company. (1)

4.2		Amended and Restated Bye-laws of the Company.

4.3		Specimen Common Share Certificate. (2)

4.4		AXIS Capital Holdings Limited 2007 Long-Term Equity Compensation Plan.

5.1		Opinion of Conyers Dill & Pearman.

23.1		Consent of Deloitte & Touche.

23.2		Consent of Conyers Dill & Pearman (included as part of Exhibit 5.1).

24.1		Power of Attorney to file future amendments (set forth on the signature page of the Registration Statement).

(1) Previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 1) (File No. 333-103620), filed with the Commission on April 16, 2003.

(2) Previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) (File No. 333-103620), filed with the Commission on June 10, 2003.

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Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the undersigned registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an

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employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Hamilton, Bermuda on this 11th day of May 2007.

	AXIS CAPITAL HOLDINGS LIMITED




	By:	/s/ John R. Charman
		John R. Charman
		President and Chief Executive Officer
		(Principal Executive Officer)

POWER OF ATTORNEY

Each of the registrant and each director or officer of the registrant whose individual signature appears below hereby appoints David B. Greenfield, John J. Murray and Richard T. Gieryn, Jr. and each of them, any of whom may act without the joinder of the others, as the true and lawful attorney-in-fact and agent of the undersigned, in any and all capacities, with full power of substitution, to sign any and all amendments to this Registration Statement (including post-effective amendments), and, in connection with any registration of additional securities, to sign any abbreviated registration statement and any and all amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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Signature	Title	Date

/s/ John R. Charman	President and Chief Executive Officer,	May 11, 2007
John R. Charman	Director (Principal Executive Officer)

/s/ David B. Greenfield	Executive Vice President and Chief	May 11, 2007
David B. Greenfield	Financial Officer (Principal Financial Officer)

/s/ Gordon W. McFadden	Senior Vice President and Controller	May 11, 2007
Gordon W. McFadden	(Controller)

/s/ Geoffrey Bell	Director	May 11, 2007
Geoffrey Bell

/s/ Michael A. Butt	Director	May 11, 2007
Michael A. Butt

/s/ Charles A. Davis	Director	May 11, 2007
Charles A. Davis

/s/ Robert L. Friedman	Director	May 11, 2007
Robert L. Friedman

/s/ Donald J. Greene	Director	May 11, 2007
Donald J. Greene

/s/ Christopher V. Greetham	Director	May 11, 2007
Christopher V. Greetham

/s/ Jürgen Grupe	Director	May 11, 2007
Jürgen Grupe

/s/ Maurice A. Keane	Director	May 11, 2007
Maurice A. Keane

/s/ Sir Andrew Large	Director	May 11, 2007
Sir Andrew Large

/s/ Henry B. Smith	Director	May 11, 2007
Henry B. Smith

/s/ Frank J. Tasco	Director	May 11, 2007
Frank J. Tasco

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of AXIS Capital Holdings Limited in the State of New York on this 15th day of May 2007.

	CT Corporation System



	By:	/s/ Allan Farnell
	Name: ALLAN FARNELL
	Title: ASSISTANT SECRETARY

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INDEX TO EXHIBITS

Exhibit		Description
4.1		Certificate of Incorporation and Memorandum of Association of the Company. (1)

4.2		Amended and Restated Bye-laws of the Company.

4.3		Specimen Common Share Certificate. (2)

4.4		AXIS Capital Holdings Limited 2007 Long-Term Equity Compensation Plan.

5.1		Opinion of Conyers Dill & Pearman.

23.1		Consent of Deloitte & Touche.

23.2		Consent of Conyers Dill & Pearman (included as part of Exhibit 5.1).

24.1		Power of Attorney to file future amendments (set forth on the signature page of the Registration Statement).

(1) Previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 1) (File No. 333-103620), filed with the Commission on April 16, 2003.

(2) Previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) (File No. 333-103620), filed with the Commission on June 10, 2003.

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92 Pitts Bay Road Pembroke Bermuda		HM 08
(Address of Principal Executive Offices)		(Zip Code)


Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Shares, par value $0.0125 per share	5,000,000	U.S. $38.445	U.S. $192,225,000	U.S. $5,901.31

Bermuda
(State or other jurisdiction of incorporation or organization)		98-0395986 (I.R.S. Employer Identification No.)