8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM 8-K

Current Report

Dated January 1, 2006

AMERICAN SAFETY INSURANCE

HOLDINGS, LTD.

(Exact Name of Registrant as Specified in its Charter)

Bermuda

(State or Other Jurisdiction of Incorporation)

SEC File Number 001-04795

44 Church Street

P.O. Box HM2064

Hamilton HM HX, Bermuda

(441) 295-5688

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 Securities Act (17 CFR

240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) 12 under the

Securities Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) 12 under the

Securities Act (17 CFR 240.13e-2(c))

Item 1.01. Entry into a Material Definitive Agreement

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

Employment Agreement of Joseph D. Scollo, Jr.

On January 1, 2006, American Safety Insurance Services, Inc. (the "Company"), a consolidated subsidiary of American Safety Insurance Holdings, Ltd., entered into an amendment of the March 21, 2005, employment agreement with Joseph D. Scollo, Jr. relating to his services as Executive Vice President and Chief Operating Officer of the Company as well as of its corporate parent(s) American Safety Holdings Corp. and American Safety Insurance Holdings, Ltd., or its subsidiaries as mutually agreed. Pursuant to the amendment of the employment agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference, the Company and Mr. Scollo agreed to the following material terms and conditions:

• The amendment to Mr. Scollo's employment agreement provides for a base salary in 2006 of $325,000 and in 2007 of $325,000.

• The amendment to Mr. Scollo's employment agreement provides that Mr. Scollo will have the title and duties of Executive Vice President and Chief Operating Officer.

• All other terms and conditions remain unchanged.

Item 9.01 Financial Statements and Exhibits

10.2 Employment Agreement, Amendment #1 between American Safety Insurance Services, Inc. and Joseph D. Scollo

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.

AMERICAN SAFETY INSURANCE HOLDINGS, LTD.

Registrant

Date: January 4, 2006

By: /s/ Stephen R. Crim

Stephen R. Crim

President and Chief Executive Officer

EX-10

EXHIBIT 10.2

EMPLOYMENT AGREEMENT AMENDMENT #1

This Employment Agreement Amendment #1 (the "Amendment #1") is entered into as of the date below first written by and between AMERICAN SAFETY INSURANCE SERVICES, INC., a Georgia corporation (the "Company") and Joseph D. Scollo, Jr., a resident of the State of Georgia (the "Employee") and amends the Employment Agreement (the “Agreement”) dated January 1, 2005 by and between the Company and the Employee.

W I T N E S SE T H:

Whereas, the Company desires to amend the Agreement and retain the services of the Employee and the Employee desires to continue to provide his services;

Whereas, the Company and the Employee agree that their mutual best interests can be best served by entering into this Amendment #1;          

Now, Therefore, in consideration of these premises and the mutual agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1. EMPLOYMENT is deleted in is entirety and replaced with:

1.         EMPLOYMENT. The Company hereby employs the Employee as its Executive Vice President and Chief Operating Officer and the Employee hereby accepts such employment under and subject to the terms and conditions of this Agreement. The Employee represents and warrants that he has the right, power and authority to enter into this Agreement and that he is under no prohibition regarding his performance hereunder. The Company represents and warrants that it has the right, power and authority to enter into this Agreement.

Section 2. DUTIES is deleted in is entirety and replaced with:

2. DUTIES.

(a)        The Employee shall competently and diligently manage the daily operations and perform the normal duties and responsibilities of the Executive Vice President and Chief Operating Officer of the Company which is engaged in providing insurance management, insurance and reinsurance underwriting services, loss control services, marketing to clients, and such other related duties and responsibilities consistent with the foregoing as may be reasonably assigned to him from time to time by the President of the Company (the “President”).

Section 3. COMPENSATION (a) is deleted in is entirety and replaced with:

3. COMPENSATION.

(a)        In consideration of the services rendered by the Employee under this Agreement, the Company shall pay the Employee a salary of $270,000 per year during the first twelve (12) months of this Agreement, $325,000 per year during the second twelve (12) months of this Agreement and $325,000 during the third twelve (12) months of this Agreement, which salary shall be paid in equal installments in arrears on a twice-monthly basis.

All other sections, terms, conditions, rights, duties and obligations of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as a sealed instrument as of January 1, 2006.

COMPANY: AMERICAN SAFETY INSURANCE SERVICES, INC. By:/S/ Stephen R. Crim STEPHEN R. CRIM Title: PRESIDENT EMPLOYEE: /S/Joseph D. Scollo, Jr. JOSEPH D. SCOLLO, JR.