<PAGE>

As filed with the Securities and Exchange Commission on April 23, 2004
                                                     Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   -----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                                   -----------

                        ASPEN INSURANCE HOLDINGS LIMITED
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                              <C>
                          BERMUDA
              (State or other jurisdiction of                                     NOT APPLICABLE
              incorporation or organization)                         (I.R.S. Employer Identification Number)

                       VICTORIA HALL
                    11 VICTORIA STREET                                        CT CORPORATION SYSTEM
                  HAMILTON HM 11 BERMUDA                                        111 EIGHTH AVENUE
                      (441) 295-8201                                            NEW YORK, NY 10011
    (Address, including zip code, and telephone number,                           (212) 590-9200
 including area code, of Registrant's principal executive       (Name, address, including zip code, and telephone
                         offices)                               number, including area code, of agent for service)
</TABLE>



                        ASPEN INSURANCE HOLDINGS LIMITED
                            2003 SHARE INCENTIVE PLAN
                            (Full title of the plan)

                                   -----------

                                   COPIES TO:

<TABLE>
<CAPTION>

<S>                                                               <C>
MICHAEL GROLL, ESQ.                                                 JOSEPH D. FERRARO, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.                              LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
125 WEST 55TH STREET                                                NO. 1 MINSTER COURT, MINCING LANE
NEW YORK, NY 10019-5389                                             LONDON, EC3R 7AA
TELEPHONE: (212) 424-8000                                           UNITED KINGDOM
FACSIMILE: (212) 424-8500                                           TELEPHONE:(011-44-20) 7459 5000
                                                                    FACSIMILE:(011-44-20) 7459 5099
</TABLE>



<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

==============================================================================================================================
    TITLE OF EACH CLASS OF
          SECURITIES                      AMOUNT            PROPOSED MAXIMUM        PROPOSED MAXIMUM
            TO BE                         TO BE           OFFERING PRICE PER        AGGREGATE OFFERING          AMOUNT OF
          REGISTERED                   REGISTERED (1)            SHARE (2)               PRICE (2)           REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                        <C>                    <C>                       <C>
  Ordinary Shares, par value
  0.15144558(cents) per share, to be
  issued under the 2003 Share
  Incentive Plan                     5,724,570 shares (3)        $23.90                $136,817,223              $17,335
=============================================================================================================================
</TABLE>

(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
     "Securities Act"), there are also registered hereunder such indeterminate
     number of additional shares as may become issuable under the 2003 Share
     Incentive Plan as a result of stock splits, stock dividends or similar
     transactions which result in an increase in the number of the Registrant's
     outstanding ordinary shares.

(2)  The registration fee with respect to these shares has been computed in
     accordance with paragraphs (c) and (h) of Rule 457, based upon the average
     of the reported high and low sale prices of the Registrant's ordinary
     shares on the New York Stock Exchange on April 21, 2004.

(3)  Represents the maximum number of ordinary shares issuable under the
     Registrant's 2003 Share Incentive Plan, including 3,884,020 ordinary shares
     issuable upon exercise of the granted and outstanding options and 1,840,550
     ordinary shares authorized for issuance in connection with the options,
     share appreciation rights, restricted shares and/or other share-based
     awards to be granted or issued under the Registrant's 2003 Share Incentive
     Plan.

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information called for by Part I of Form S-8 will be delivered to
participants in the Aspen Insurance Holdings Limited ("Aspen") 2003 Share
Incentive Plan (the "Plan") as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act"). Such documents are not being
filed with the Securities and Exchange Commission (the "Commission") as part of
this Registration Statement or as prospectus supplements pursuant to Rule 424 of
the Securities Act. These documents and the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

         Upon written or oral request, Aspen will provide, without charge, the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement and such other documents required to be delivered to employees
pursuant to Rule 428(b)(1). Requests for such information should be directed to
the Company Secretary, Victoria Hall, 11 Victoria Street, Hamilton HM 11
Bermuda, (441) 295-8201.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, which have been filed with the Commission by
Aspen, are incorporated by reference, as of their respective dates, in this
Registration Statement:

         (a) Aspen's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, as amended;

         (b) Aspen's Current Report on Form 8-K, filed with the Commission on
February 20, 2004; and

         (c) The description of Aspen's ordinary shares contained in Item 1 of
Aspen's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") on November 25, 2003, in which reference is made to the information set
forth under the headings "Description of Share Capital" and "Shares Eligible for
Future Sale" in the Registrant's Registration Statement on Form F-1 (File No.
333-110435), filed with the Commission on November 12, 2003, and thereafter
amended and supplemented, including any amendment, report or prospectus filed
for the purpose of updating such description.

         In addition, all documents filed by Aspen pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to

                                      II-1
<PAGE>


be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for all purposes
of this Registration Statement to the extent that a statement contained herein
or therein or in any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF THE SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Bye-Law 145 of Aspen's bye-laws provides, among other things, that,
subject to certain provisos, Aspen's directors, officers or any other person
appointed to a committee of the board of directors and any resident
representative (and their respective heirs, executors or administrators;
collectively, the "Indemnified Persons") shall be indemnified and held harmless
out of Aspen's assets against all liabilities, loss, damage or expense
(including but not limited to liabilities under contract, tort and statute or
any applicable foreign law or regulation and all reasonable legal and other
costs and expenses properly payable) incurred or suffered by him by or by reason
of any act done, conceived in or omitted in the conduct of Aspen's business or
in the discharge of his duties and the indemnity contained in Bye-Law 145 shall
extend to the Indemnified Persons of Aspen acting in any office or trust in the
reasonable belief that he has been appointed or elected to such office or trust
notwithstanding any defect in such appointment or election provided always that
the indemnity contained in this Bye-Law 145 shall not extend to any matter which
would render it void under the Companies Acts.

         Bye-Law 149 of Aspen's bye-laws provides that each shareholder and
Aspen agree to waive any claim or right of action he or it may at any time have,
whether individually or by or in the right of Aspen, against any director or
officer of Aspen 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 Aspen; provided, however, that such waiver shall not
apply to any claims or rights of action arising out of the fraud of such
director or officer or to recover any gain, personal profit or advantage to
which such director or officer is not legally entitled.

         The Companies Act provides that a Bermuda company may indemnify its
directors 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 Aspen's bye-laws or in a contract or arrangement
between Aspen and the director, indemnifying such director against any liability
which would attach to him in respect of his fraud or dishonesty will be void.

                                      II-2
<PAGE>


         Aspen has purchased directors and officers liability insurance
policies. Such insurance will be available to the Aspen'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, subject to the limitation of the policy terms.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

4.1      Certificate of Incorporation and Memorandum of Association of Aspen (1)
4.2      Amended and Restated Bye-Laws of Aspen (2)
4.3      Specimen Ordinary Share Certificate (3)
5.1      Opinion of Appleby Spurling Hunter
23.1     Consents of KPMG Audit Plc
23.2     Consent of Appleby Spurling Hunter (included as part of Exhibit 5.1)
24.1     Power of Attorney by Paul Myners
24.2     Power of Attorney by Julian Avery
24.3     Power of Attorney by Ian Cormack
24.4     Power of Attorney by Heidi Hutter
24.5     Power of Attorney by Prakash Melwani
24.6     Power of Attorney by Bret Pearlman
24.7     Power of Attorney by Norman Rosenthal
24.8     Power of Attorney by Kamil Salame
99.1     Aspen Insurance Holdings Limited 2003 Share Incentive Plan (4)
99.2     Form F-N

-----------------------

(1)      Previously filed as Exhibit 3.1 to Aspen's Registration Statement on
         Form F-1 (File No. 333-110435), filed with the Commission on November
         25, 2003, as amended.

                                      II-3
<PAGE>


(2)      Previously filed as Exhibit 3.2 to Aspen's Registration Statement on
         Form F-1 (File No. 333-110435), filed with the Commission on November
         12, 2003, as amended.

(3)      Previously filed as Exhibit 4.1 to Aspen's Registration Statement on
         Form F-1 (File No. 333-110435), filed with the Commission on November
         25, 2003, as amended.

(4)      Previously filed as Exhibit 10.7 to Aspen's Registration Statement on
         Form F-1 (File No. 333-110435), filed with the Commission on November
         25, 2003, as amended.

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:

                     (i)    to include any prospectus required by Section
                            10(a)(3) of the Securities Act;

                     (ii)   to reflect in the prospectus any facts or events
                            arising after the effective date of the Registration
                            Statement (or the most recent post-effective
                            amendment thereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in the Registration Statement.
                            Notwithstanding the foregoing, any increase or
                            decrease in volume of securities offered (if the
                            total dollar value of securities offered would not
                            exceed that which was registered) and any deviation
                            from the low or high end of the estimated maximum
                            offering range may be reflected in the form of
                            prospectus filed with the Commission pursuant to
                            Rule 424(b) if, in the aggregate, the changes in
                            volume and price represent no more than a 20% change
                            in the maximum aggregate offering price set forth in
                            the "Calculation of Registration Fee" table in the
                            effective Registration Statement; and

                     (iii)  to include any material information with respect to
                            the plan of distribution not previously disclosed in
                            this Registration Statement or any material change
                            to such information in this Registration Statement;

                     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                     do not apply if the information required to be included in
                     a post-effective amendment by those paragraphs is contained
                     in periodic reports filed with or furnished to the
                     Commission by the Registrant pursuant to Section 13 or
                     Section 15(d) of the Exchange Act that are incorporated by
                     reference in this Registration Statement;

               (2)   that, for the purpose of determining any liability under
                     the Securities Act, 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; and

                                      II-4
<PAGE>

              (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.

       (b)    The undersigned Registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act, each filing of
              the undersigned Registrant's annual report pursuant to Section
              13(a) or Section 15(d) of the Exchange Act that is incorporated by
              reference into this 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 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 Commission such indemnification is against
              public policy as expressed in the Securities Act 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 and will be governed by
              the final adjudication of such issue.

                                      II-5
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
Aspen 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 Hamilton, Bermuda, on the 23rd day of April, 2004.

                              ASPEN INSURANCE HOLDINGS LIMITED


                              By: /s/ Christopher O'Kane
                                 -----------------------------
                                  Christopher O'Kane
                                  Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 23rd day of April, 2004.

<TABLE>
<CAPTION>

                       SIGNATURES                                                     TITLE
<S>                                                                   <C>
                            *                                                 Chairman and Director
   ----------------------------------------------------
                      Paul Myners

                /s/ Christopher O'Kane                                 Chief Executive Officer and Director
  -----------------------------------------------------                    (Principal Executive Officer)
                    Christopher O'Kane


                   /s/ Julian Cusack                                         Chief Financial Officer
  -----------------------------------------------------                            and Director
                       Julian Cusack                           (Principal Financial Officer and Principal Accounting
                                                                                     Officer)


                            *                                                        Director
   ----------------------------------------------------
                      Julian Avery

                            *                                                        Director
   ----------------------------------------------------
                       Ian Cormack

                            *                                                        Director
   ----------------------------------------------------
                       Heidi Hutter

                            *                                                        Director
   ----------------------------------------------------
                      Prakash Melwani

                                      II-6
<PAGE>



                            *
   ----------------------------------------------------                              Director
                      Bret Pearlman

                            *
   ----------------------------------------------------                              Director
                     Norman Rosenthal

                            *                                                        Director
   ----------------------------------------------------
                       Kamil Salame

                            *
   ----------------------------------------------------
                       Bret Pearlman
    (Authorized Representative in the United States)


   *By:            /s/ Christopher O'Kane
       ------------------------------------------------
                       Attorney-in-fact
</TABLE>


                                      II-7
<PAGE>




                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit
Number                                     Description of Document
--------                                   -----------------------
<S>      <C>
4.1      Certificate of Incorporation and Memorandum of Association of Aspen (1)
4.2      Amended and Restated Bye-Laws of Aspen (2)
4.3      Specimen Ordinary Share Certificate (3)
5.1      Opinion of Appleby Spurling Hunter
23.1     Consents of KPMG Audit Plc
23.2     Consent of Appleby Spurling Hunter (included as part of Exhibit 5.1)
24.1     Power of Attorney by Paul Myners
24.2     Power of Attorney by Julian Avery
24.3     Power of Attorney by Ian Cormack
24.4     Power of Attorney by Heidi Hutter
24.5     Power of Attorney by Prakash Melwani
24.6     Power of Attorney by Bret Pearlman
24.7     Power of Attorney by Norman Rosenthal
24.8     Power of Attorney by Kamil Salame
99.1     Aspen Insurance Holdings Limited 2003 Share Incentive Plan (4)
99.2     Form F-N

</TABLE>

-----------------------

(1)    Previously filed as Exhibit 3.1 to Aspen's Registration Statement on Form
       F-1 (File No. 333-110435), filed with the Commission on November 25,
       2003, as amended.

(2)    Previously filed as Exhibit 3.2 to Aspen's Registration Statement on Form
       F-1 (File No. 333-110435), filed with the Commission on November 12,
       2003, as amended.

(3)    Previously filed as Exhibit 4.1 to Aspen's Registration Statement on Form
       F-1 (File No. 333-110435), filed with the Commission on November 25,
       2003, as amended.

(4)    Previously filed as Exhibit 10.7 to Aspen's Registration Statement on
       Form F-1 (File No. 333-110435), filed with the Commission on November 25,
       2003, as amended.


                                      II-8
[{"type": "S-8", "sequence": "1", "filename": "file001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 24375}]
{"company-data": {"conformed-name": "ASPEN INSURANCE HOLDINGS LTD", "cik": "0001267395", "assigned-sic": "6331", "irs-number": "000000000", "state-of-incorporation": "D0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114765", "film-number": "04750781"}, "mail-address": {"street1": "ASPEN INSURANCE HOLDINGS LTD", "street2": "11VICTORIA ST", "city": "HAMILTON HM 11 BERMUDA", "state": "D0", "zip": "999999999"}}
As filed with the Securities and Exchange Commission on April 23, 2004
                                                     Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   -----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                                   -----------

                        ASPEN INSURANCE HOLDINGS LIMITED
             (Exact name of registrant as specified in its charter)
BERMUDA
              (State or other jurisdiction of                                     NOT APPLICABLE
              incorporation or organization)                         (I.R.S. Employer Identification Number)

                       VICTORIA HALL
                    11 VICTORIA STREET                                        CT CORPORATION SYSTEM
                  HAMILTON HM 11 BERMUDA                                        111 EIGHTH AVENUE
                      (441) 295-8201                                            NEW YORK, NY 10011
    (Address, including zip code, and telephone number,                           (212) 590-9200
 including area code, of Registrant's principal executive       (Name, address, including zip code, and telephone
                         offices)                               number, including area code, of agent for service)
ASPEN INSURANCE HOLDINGS LIMITED
                            2003 SHARE INCENTIVE PLAN
                            (Full title of the plan)

                                   -----------

                                   COPIES TO:
MICHAEL GROLL, ESQ.                                                 JOSEPH D. FERRARO, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.                              LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
125 WEST 55TH STREET                                                NO. 1 MINSTER COURT, MINCING LANE
NEW YORK, NY 10019-5389                                             LONDON, EC3R 7AA
TELEPHONE: (212) 424-8000                                           UNITED KINGDOM
FACSIMILE: (212) 424-8500                                           TELEPHONE:(011-44-20) 7459 5000
                                                                    FACSIMILE:(011-44-20) 7459 5099
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
    TITLE OF EACH CLASS OF
          SECURITIES                      AMOUNT            PROPOSED MAXIMUM        PROPOSED MAXIMUM
            TO BE                         TO BE           OFFERING PRICE PER        AGGREGATE OFFERING          AMOUNT OF
          REGISTERED                   REGISTERED (1)            SHARE (2)               PRICE (2)           REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, par value
  0.15144558(cents) per share, to be
  issued under the 2003 Share
  Incentive Plan                     5,724,570 shares (3)        $23.90                $136,817,223              $17,335
=============================================================================================================================
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
     "Securities Act"), there are also registered hereunder such indeterminate
     number of additional shares as may become issuable under the 2003 Share
     Incentive Plan as a result of stock splits, stock dividends or similar
     transactions which result in an increase in the number of the Registrant's
     outstanding ordinary shares.

(2)  The registration fee with respect to these shares has been computed in
     accordance with paragraphs (c) and (h) of Rule 457, based upon the average
     of the reported high and low sale prices of the Registrant's ordinary
     shares on the New York Stock Exchange on April 21, 2004.

(3)  Represents the maximum number of ordinary shares issuable under the
     Registrant's 2003 Share Incentive Plan, including 3,884,020 ordinary shares
     issuable upon exercise of the granted and outstanding options and 1,840,550
     ordinary shares authorized for issuance in connection with the options,
     share appreciation rights, restricted shares and/or other share-based
     awards to be granted or issued under the Registrant's 2003 Share Incentive
     Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information called for by Part I of Form S-8 will be delivered to
participants in the Aspen Insurance Holdings Limited ("Aspen") 2003 Share
Incentive Plan (the "Plan") as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act"). Such documents are not being
filed with the Securities and Exchange Commission (the "Commission") as part of
this Registration Statement or as prospectus supplements pursuant to Rule 424 of
the Securities Act. These documents and the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

         Upon written or oral request, Aspen will provide, without charge, the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement and such other documents required to be delivered to employees
pursuant to Rule 428(b)(1). Requests for such information should be directed to
the Company Secretary, Victoria Hall, 11 Victoria Street, Hamilton HM 11
Bermuda, (441) 295-8201.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, which have been filed with the Commission by
Aspen, are incorporated by reference, as of their respective dates, in this
Registration Statement:

         (a) Aspen's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, as amended;

         (b) Aspen's Current Report on Form 8-K, filed with the Commission on
February 20, 2004; and

         (c) The description of Aspen's ordinary shares contained in Item 1 of
Aspen's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") on November 25, 2003, in which reference is made to the information set
forth under the headings "Description of Share Capital" and "Shares Eligible for
Future Sale" in the Registrant's Registration Statement on Form F-1 (File No.
333-110435), filed with the Commission on November 12, 2003, and thereafter
amended and supplemented, including any amendment, report or prospectus filed
for the purpose of updating such description.

         In addition, all documents filed by Aspen pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to

                                      II-1
be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for all purposes
of this Registration Statement to the extent that a statement contained herein
or therein or in any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF THE SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Bye-Law 145 of Aspen's bye-laws provides, among other things, that,
subject to certain provisos, Aspen's directors, officers or any other person
appointed to a committee of the board of directors and any resident
representative (and their respective heirs, executors or administrators;
collectively, the "Indemnified Persons") shall be indemnified and held harmless
out of Aspen's assets against all liabilities, loss, damage or expense
(including but not limited to liabilities under contract, tort and statute or
any applicable foreign law or regulation and all reasonable legal and other
costs and expenses properly payable) incurred or suffered by him by or by reason
of any act done, conceived in or omitted in the conduct of Aspen's business or
in the discharge of his duties and the indemnity contained in Bye-Law 145 shall
extend to the Indemnified Persons of Aspen acting in any office or trust in the
reasonable belief that he has been appointed or elected to such office or trust
notwithstanding any defect in such appointment or election provided always that
the indemnity contained in this Bye-Law 145 shall not extend to any matter which
would render it void under the Companies Acts.

         Bye-Law 149 of Aspen's bye-laws provides that each shareholder and
Aspen agree to waive any claim or right of action he or it may at any time have,
whether individually or by or in the right of Aspen, against any director or
officer of Aspen 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 Aspen; provided, however, that such waiver shall not
apply to any claims or rights of action arising out of the fraud of such
director or officer or to recover any gain, personal profit or advantage to
which such director or officer is not legally entitled.

         The Companies Act provides that a Bermuda company may indemnify its
directors 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 Aspen's bye-laws or in a contract or arrangement
between Aspen and the director, indemnifying such director against any liability
which would attach to him in respect of his fraud or dishonesty will be void.

                                      II-2
Aspen has purchased directors and officers liability insurance
policies. Such insurance will be available to the Aspen'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, subject to the limitation of the policy terms.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

4.1      Certificate of Incorporation and Memorandum of Association of Aspen (1)
4.2      Amended and Restated Bye-Laws of Aspen (2)
4.3      Specimen Ordinary Share Certificate (3)
5.1      Opinion of Appleby Spurling Hunter
23.1     Consents of KPMG Audit Plc
23.2     Consent of Appleby Spurling Hunter (included as part of Exhibit 5.1)
24.1     Power of Attorney by Paul Myners
24.2     Power of Attorney by Julian Avery
24.3     Power of Attorney by Ian Cormack
24.4     Power of Attorney by Heidi Hutter
24.5     Power of Attorney by Prakash Melwani
24.6     Power of Attorney by Bret Pearlman
24.7     Power of Attorney by Norman Rosenthal
24.8     Power of Attorney by Kamil Salame
99.1     Aspen Insurance Holdings Limited 2003 Share Incentive Plan (4)
99.2     Form F-N

-----------------------

(1)      Previously filed as Exhibit 3.1 to Aspen's Registration Statement on
         Form F-1 (File No. 333-110435), filed with the Commission on November
         25, 2003, as amended.

                                      II-3
(2)      Previously filed as Exhibit 3.2 to Aspen's Registration Statement on
         Form F-1 (File No. 333-110435), filed with the Commission on November
         12, 2003, as amended.

(3)      Previously filed as Exhibit 4.1 to Aspen's Registration Statement on
         Form F-1 (File No. 333-110435), filed with the Commission on November
         25, 2003, as amended.

(4)      Previously filed as Exhibit 10.7 to Aspen's Registration Statement on
         Form F-1 (File No. 333-110435), filed with the Commission on November
         25, 2003, as amended.

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:

                     (i)    to include any prospectus required by Section
                            10(a)(3) of the Securities Act;

                     (ii)   to reflect in the prospectus any facts or events
                            arising after the effective date of the Registration
                            Statement (or the most recent post-effective
                            amendment thereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in the Registration Statement.
                            Notwithstanding the foregoing, any increase or
                            decrease in volume of securities offered (if the
                            total dollar value of securities offered would not
                            exceed that which was registered) and any deviation
                            from the low or high end of the estimated maximum
                            offering range may be reflected in the form of
                            prospectus filed with the Commission pursuant to
                            Rule 424(b) if, in the aggregate, the changes in
                            volume and price represent no more than a 20% change
                            in the maximum aggregate offering price set forth in
                            the "Calculation of Registration Fee" table in the
                            effective Registration Statement; and

                     (iii)  to include any material information with respect to
                            the plan of distribution not previously disclosed in
                            this Registration Statement or any material change
                            to such information in this Registration Statement;

                     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                     do not apply if the information required to be included in
                     a post-effective amendment by those paragraphs is contained
                     in periodic reports filed with or furnished to the
                     Commission by the Registrant pursuant to Section 13 or
                     Section 15(d) of the Exchange Act that are incorporated by
                     reference in this Registration Statement;

               (2)   that, for the purpose of determining any liability under
                     the Securities Act, 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; and

                                      II-4
(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.

       (b)    The undersigned Registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act, each filing of
              the undersigned Registrant's annual report pursuant to Section
              13(a) or Section 15(d) of the Exchange Act that is incorporated by
              reference into this 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 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 Commission such indemnification is against
              public policy as expressed in the Securities Act 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 and will be governed by
              the final adjudication of such issue.

                                      II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
Aspen 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 Hamilton, Bermuda, on the 23rd day of April, 2004.

                              ASPEN INSURANCE HOLDINGS LIMITED

                              By: /s/ Christopher O'Kane
                                 -----------------------------
                                  Christopher O'Kane
                                  Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 23rd day of April, 2004.
SIGNATURES                                                     TITLE
*                                                 Chairman and Director
   ----------------------------------------------------
                      Paul Myners

                /s/ Christopher O'Kane                                 Chief Executive Officer and Director
  -----------------------------------------------------                    (Principal Executive Officer)
                    Christopher O'Kane

                   /s/ Julian Cusack                                         Chief Financial Officer
  -----------------------------------------------------                            and Director
                       Julian Cusack                           (Principal Financial Officer and Principal Accounting
                                                                                     Officer)

                            *                                                        Director
   ----------------------------------------------------
                      Julian Avery

                            *                                                        Director
   ----------------------------------------------------
                       Ian Cormack

                            *                                                        Director
   ----------------------------------------------------
                       Heidi Hutter

                            *                                                        Director
   ----------------------------------------------------
                      Prakash Melwani

                                      II-6
*
   ----------------------------------------------------                              Director
                      Bret Pearlman

                            *
   ----------------------------------------------------                              Director
                     Norman Rosenthal

                            *                                                        Director
   ----------------------------------------------------
                       Kamil Salame

                            *
   ----------------------------------------------------
                       Bret Pearlman
    (Authorized Representative in the United States)

   *By:            /s/ Christopher O'Kane
       ------------------------------------------------
                       Attorney-in-fact
II-7
EXHIBIT INDEX
Exhibit
Number                                     Description of Document
--------                                   -----------------------
4.1      Certificate of Incorporation and Memorandum of Association of Aspen (1)
4.2      Amended and Restated Bye-Laws of Aspen (2)
4.3      Specimen Ordinary Share Certificate (3)
5.1      Opinion of Appleby Spurling Hunter
23.1     Consents of KPMG Audit Plc
23.2     Consent of Appleby Spurling Hunter (included as part of Exhibit 5.1)
24.1     Power of Attorney by Paul Myners
24.2     Power of Attorney by Julian Avery
24.3     Power of Attorney by Ian Cormack
24.4     Power of Attorney by Heidi Hutter
24.5     Power of Attorney by Prakash Melwani
24.6     Power of Attorney by Bret Pearlman
24.7     Power of Attorney by Norman Rosenthal
24.8     Power of Attorney by Kamil Salame
99.1     Aspen Insurance Holdings Limited 2003 Share Incentive Plan (4)
99.2     Form F-N
-----------------------

(1)    Previously filed as Exhibit 3.1 to Aspen's Registration Statement on Form
       F-1 (File No. 333-110435), filed with the Commission on November 25,
       2003, as amended.

(2)    Previously filed as Exhibit 3.2 to Aspen's Registration Statement on Form
       F-1 (File No. 333-110435), filed with the Commission on November 12,
       2003, as amended.

(3)    Previously filed as Exhibit 4.1 to Aspen's Registration Statement on Form
       F-1 (File No. 333-110435), filed with the Commission on November 25,
       2003, as amended.

(4)    Previously filed as Exhibit 10.7 to Aspen's Registration Statement on
       Form F-1 (File No. 333-110435), filed with the Commission on November 25,
       2003, as amended.

                                      II-8