S-8

As filed with the Securities and Exchange Commission on May 26, 2006

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ACE LIMITED

(Exact name of registrant as specified in its charter)

CAYMAN ISLANDS	98-0091805
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

ACE Global Headquarters

17 Woodbourne Avenue

Hamilton HM 08, Bermuda

(Address of principal executive offices) (zip code)

ACE Limited Employee Stock Purchase Plan

(Full title of the plan)

Evan G. Greenberg

ACE Limited

c/o CT Corporation System

111 Eighth Avenue

New York, New York 10011

(Name and address of agent for service)

Telephone number, including area code, of agent for service: (441) 295-5200

copy to

Laura D. Richman

Mayer, Brown, Rowe & Maw LLP

71 South Wacker Drive

Chicago, Illinois 60606

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Ordinary Shares $.041666667 par value (2)	1,500,000	$52.27	$78,405,000	$8,390

(1) Estimated solely for the purpose of computing the registration fee, pursuant to Rule 457(c) under the Securities Act of 1933 on the basis of the average of the high and low prices of the Ordinary Shares reported on the New York Stock Exchange Composite Tape on May 22, 2006.

(2) Also includes preferred share purchase rights. Prior to the occurrence of certain events, the Rights will not be exercisable or evidenced separately from the Ordinary Shares.

Pursuant to General Instruction E to Form S-8, the contents of the Company’s Registration Statement on Form S-8, File No. 333-1404, (the “Prior Registration Statement”) is incorporated herein by reference. This Registration Statement covers 1,500,000 shares which, together with the 1,500,000 shares (after giving effect to the Registrant’s stock split) being carried forward from the Prior Registration Statement and upon which a fee has previously been paid, constitute the 3,000,000 shares registered for issuance under the ACE Limited Employee Stock Purchase Plan.

PART II

INFORMATION REQUIRED IN

THE REGISTRATION STATEMENT

Item 8. Exhibits.

See Exhibit Index which is incorporated herein by reference.

SIGNATURES

Each person whose signature appears below constitutes and appoints, Evan G. Greenberg, Philip V. Bancroft and Robert F. Cusumano and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, full to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their 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, 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 May 25, 2006.

ACE Limited
By:	/s/ Evan G. Greenberg
Its:	President and Chief Executive Officer

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

Signature	Title	Date
/s/ Evan G. Greenberg Evan G. Greenberg	President and Chief Executive Officer; Director	May 25, 2006
/s/ Philip V. Bancroft Philip V. Bancroft	Chief Financial Officer (Principal Financial Officer)	May 25, 2006
/s/ Paul Medini Paul Medini	Chief Accounting Officer (Principal Accounting Officer)	May 25, 2006

II-1

Signature	Title	Date
/s/ Michael G. Atieh Michael G. Atieh	Director	May 25, 2006
/s/ Mary A. Cirillo Mary A. Cirillo	Director	May 25, 2006
/s/ Bruce L. Crockett Bruce L. Crockett	Director	May 25, 2006
/s/ Brian Duppereault Brian Duperreault	Chairman of the Board; Director	May 25, 2006
/s/ Robert M. Hernandez Robert M. Hernandez	Director	May 25, 2006
/s/ John A. Krol John A. Krol	Director	May 25, 2006
/s/ Peter Menikoff Peter Menikoff	Director	May 25, 2006
/s/ Thomas J. Neff Thomas J. Neff	Director	May 25, 2006
/s/ Robert Ripp Robert Ripp	Director	May 25, 2006
/s/ Dermot F. Smurfit Dermot F. Smurfit	Director	May 25, 2006
/s/ Gary M. Stuart Gary M. Stuart	Director	May 25, 2006

II-2

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the undersigned as the duly authorized representative of ACE Limited in the United States.

/s/ Evan G. Greenberg

Evan G. Greenberg

Date: May 25, 2006

II-3

EXHIBIT INDEX

Exhibit Number	Description of Document
4.1	Memorandum of Association of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended September 30, 1998)
4.2	Articles of Association of the Company (Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended September 30, 1998)
4.3	Special Resolutions adopted January 22, 2002 increasing the number of authorized Ordinary Shares and Other Shares (Incorporated by reference to Exhibit 3.3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2001)
4.4	Specimen certificate representing Ordinary Shares (Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001)
4.5	Resolutions of a committee of the Board of Directors of ACE Limited establishing the terms of the 7.80 percent Cumulative Redeemable Preferred Shares of ACE Limited (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed May 30, 2003)
4.6	Amended and Restated Rights Agreement between ACE Limited and Mellon Investor Services LLC, Rights Agent, dated as of December 20, 2001 (Incorporated by reference to Exhibit 10.59 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001)
5.1	Opinion of Maples and Calder as to the legality of the Ordinary Shares
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Maples and Calder (included in Exhibit 5.1)
24.1	Powers of Attorney (included in signature pages)
99.1	Form F-N

E-1

EX-5.1

Exhibit 5.1

Our ref        GWG/011166/1645478/v1

Your ref

ACE Limited	Direct:	+1 (345) 814 5464
ACE Global Headquarters	Cell:	+1 (345) 525 5464
17 Woodbourne Avenue Hamilton HM 08 Bermuda	E-mail: gareth.griffiths@maplesandcalder.com

Effective Date: 26 May, 2006

Dear Sirs,

Re: ACE Limited (the “Company”) - Form S-8 Registration Statement

We have been asked to render this opinion in our capacity as counsel as to Cayman Islands law to the Company in connection with the registration pursuant to a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as Amended (the “Act”) of 1,500,000 of the Company’s authorised but unissued Ordinary Shares, par value US$0.041666667 per share (the “Shares”), to be issued pursuant to the Company’s Employee Stock Purchase Plan (as amended through the Second Amendment thereof effective 18 May 2006) (the “Plan”) approved by resolutions of the Board of Directors of the Company on 23 February, 2006 and by resolutions of the shareholders of the Company on 18 May, 2006.

We have reviewed the Company’s Memorandum and Articles of Association (as amended). We have relied in giving this opinion on certifications from the Company’s Officers.

We assume that all subscription monies due in respect of the Shares issued by the Company under the Plan have been or will be duly received by the Company. We further assume that there are no intervening changes in the Plan, the Company’s Memorandum and Articles of Association, the laws of the Cayman Islands or any other relevant matter.

On the basis of the foregoing, we would advise as follows:-

1. The Company’s authorised capital includes 500,000,000 Ordinary Shares of US$0.041666667 each and 20,000,000 Other Shares of US$1.00 each.

2. The Company has sufficient authorised share capital to issue the Shares and the issue thereof is within the power of the Company’s Board of Directors. The Shares to be issued in accordance with the Plan have been duly authorised and when issued and registered in the Company’s Share Register in accordance with the provisions of the Plan will be legally and validly issued.

3. On the basis that the contractual subscription price (being not less than the par value) of the Shares is fully paid in cash or other consideration approved by the Board of Directors

or a duly established Committee thereof, such Shares issued or to be issued may properly be credited as fully paid under Cayman Islands law.

4. Fully paid shares are not subject to further calls or assessments by the Company.

5. The Company has been incorporated as an exempted company under the Companies Law of the Cayman Islands and the liability of its shareholders is limited to the amount, if any, unpaid on their shares (see Clause 5 of the Memorandum of Association). On the basis that all such shares are fully paid, there is no rule of Cayman Islands law that would impose any further liability on person holding shares in the Company, merely by reason of such shareholding.

Except as specifically stated herein, we make no comment with regard to any representations which may be made by the Company in any of the documents referred to above or otherwise.

This opinion is addressed solely to you. It is not to be transmitted to anyone else nor is it to be relied upon by anyone else or for any other purpose or quoted or referred to in any public document without our express consent.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Yours faithfully,

MAPLES and CALDER

2

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 16, 2006 relating to the financial statements, financial statement schedules, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, of ACE Limited, which appears in ACE Limited’s Annual Report on Form 10-K for the year ended December 31, 2005.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

May 26, 2006

EX-99.1

Exhibit 99.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-N

APPOINTMENT OF AGENT FOR SERVICE OF PROCESS

BY FOREIGN BANKS AND FOREIGN INSURANCE

COMPANIES AND CERTAIN OF THEIR HOLDING COMPANIES

AND FINANCE SUBSIDIARIES MAKING PUBLIC OFFERINGS

OF SECURITIES IN THE UNITED STATES

GENERAL INSTRUCTIONS

I. Form F-N shall be filed with the Commission in connection with the filing of a registration statement under the Securities Act of 1933 by:

1. a foreign issuer that is a foreign bank or foreign insurance company excepted from the definition of an investment company by rule 3a-6 [17 CFR 270.3a-6] under the Investment Company Act of 1940 (the “1940 Act”);

2. a foreign issuer that is a finance subsidiary of a foreign bank or foreign insurance company, as those terms are defined in rule 3a-6 under the 1940 Act, if such finance subsidiary is excepted from the definition of investment company by rule 3a-5 [17 CFR 270.3a-5] under the 1940 Act; or

3. a foreign issuer that is excepted from the definition of investment company by rule 3a-1 [17 CFR 270.3a-1] under the 1940 Act because some or all of its majority-owned subsidiaries are foreign banks or foreign insurance companies excepted from the definition of investment company by rule 3a-6 under the 1940 Act.

II. Notwithstanding paragraph (I), the following foreign issuers are not required to file Form F-N:

1. a foreign issuer that has filed Form F-X [17 CFR 239.42] under the Securities Act of 1933 with the Commission with respect to the securities being offered; and

2. a foreign issuer filing a registration statement relating to debt securities or non-voting preferred stock that has on file with the Commission a currently accurate Form N-6C9 [17 CFR 274.304, rescinded] under the 1940 Act.

III. Six copies of the Form F-N, one of which shall be manually signed, shall be filed with the Commission at its principal office. A Form F-N filed in connection with any other Commission form should not be bound together with or be included only as an exhibit to, such other form.

A. Name of issuer or person filing (“Filer”): ACE Limited

B. This is (select one):

þ an original filing for the Filer

¨ an amended filing for the Filer

C. Identify the filing in conjunction with which this Form is being filed:

Name of registrant ACE Limited

Form type S-8

File Number (if known)                                                                                                                                                                                          

Filed by ACE Limited

Date Filed (if filed concurrently, so indicate) To be filed concurrently with the Registration Statement on Form S-8

D. The Filer is incorporated or organized under the laws of (Name of the jurisdiction under whose laws the filer is organized or incorporated) Cayman Islands

and has its principal place of business at (Address in full and telephone number)

ACE Global Headquarters, 17 Woodbourne Avenue, Hamilton HM08 Bermuda Tel: (441) 295-5200

SEC 2306 (2-04) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

E. The Filer designates and appoints (Name of United States person serving as agent)

  (“Agent”) located at (Address in full in the United States and telephone number)

  CT Corporation System

111 Eighth Avenue, 13^th Floor, New York, New York 10011

as the agent of the Filer upon whom may be served any process, pleadings, subpoenas, or other papers in:

(a) any investigation or administrative proceeding conducted by the Commission, and

(b) any civil suit or action brought against the Filer or to which the Filer has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States or any of its territories or possessions or of the District of Columbia,

arising out of or based on any offering made or purported to be made in connection with the securities registered by the Filer on Form (Name of Form) S-8 filed on (Date)         [TBD]     or any purchases or sales of any security in connection therewith. The Filer stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the service of process upon, and that service of an administrative subpoena shall be effected by service upon, such agent for service of process, and that the service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal service thereof had been made.

F. Each person filing this Form stipulates and agrees to appoint a successor agent for service of process and file an amended Form F-N if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the filer at any time until six years have elapsed from the date of the Filer’s last registration statement or report, or amendment to any such registration statement or report, filed with the Commission under the Securities Act of 1933 or Securities Exchange Act of 1934. Filer further undertakes to advise the Commission promptly of any change to the Agent’s name or address during the applicable period by amendment of this Form referencing the file number of the relevant registration form in conjunction with which the amendment is being filed.

G. Each person filing this form undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to the form referenced in paragraph E or transaction in said securities.

The Filer certifies that it has duly caused this power of attorney, consent, stipulation and agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in the

City of Hamilton Country of Bermuda

this 25th day of May, 2006 A.D.

Filer: ACE Limited By (Signature and Title):                      /s/    R. F. Cusumano                        

                                                                                      General Counsel and Secretary

This statement has been signed by the following persons in the capacities and on the dates indicated.

(Signature)	/s/ R. F. Cusumano
(Title)	General Counsel and Secretary
(Date)	May 25, 2006

Instructions

1. The power of attorney, consent, stipulation and agreement shall be signed by the Filer and its authorized Agent in the United States.

2. The name of each person who signs Form F-N shall be typed or printed beneath his signature. Where any name is signed pursuant to a board resolution, a certified copy of the resolution shall be filed with each copy of the Form. If any name is signed pursuant to a power of attorney, a manually signed copy of each power of attorney shall be filed with each copy of the Form.

SEC’s Collection of Information

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. Filing of this Form is mandatory. Rule 489 under the Securities Act of 1933 [17 CFR 230.489] requires foreign banks and foreign insurance companies and holding companies and finance subsidiaries of foreign banks and foreign insurance companies that are excepted from the definition of “investment company” by virtue of rules 3a-1, 3a-5, and 3a-6 under the Investment Company Act of 1940 to file Form F-N to appoint an agent for service of process in the United States when making a public offering of securities. The information collected on Form F-N is publicly available. Any member of the public may direct to the Commission any comments concerning the accuracy of the burden estimate of this Form and any suggestions for reducing the burden of the Form. This collection of information has been reviewed by the Office of Management and Budget in accordance with the clearance requirements of 44 U.S.C. §3507.