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): August 10, 2005
                               (August 8, 2005)

                         AXIS CAPITAL HOLDINGS LIMITED
------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

|_| Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

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

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

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

<PAGE>

Items 8.01   Other Events

         On August 8, 2005, AXIS Capital Holdings Limited (the "Company")
entered into an underwriting agreement by and among the Company, Morgan Stanley
& Co. Incorporated and the selling shareholders listed on Schedule I thereto
(the "Selling Shareholders") for the sale of 7,819,362 common shares, par value
$0.0125 of the Company (the "Common Shares") held by the Selling Shareholders
and attached to this report as Exhibit 1.1. The Common Shares will be sold
under the Company's Form S-3 shelf registration statement (File No.
333-118023). The Company will not receive any proceeds from the sale of the
Common Shares by the Selling Shareholders.


Item 9.01.  Financial Statements and Exhibits

(c) Exhibits.

1.1      Underwriting Agreement, dated August 8, 2005, by and among the
         Company, Morgan Stanley & Co. Incorporated, as underwriter and the
         selling shareholders named in Schedule I thereto.
<PAGE>


                                   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: August 10, 2005                   AXIS CAPITAL HOLDINGS LIMITED


                                        By: /s/ Carol S. Rivers
                                           ----------------------------------
                                            Carol S. Rivers
                                            General Counsel and Secretary

<PAGE>

                                 EXHIBIT INDEX

Exhibit            Description of Document
Number

1.1                Underwriting Agreement, dated August 8, 2005, by and among
                   the Company, Morgan Stanley & Co. Incorporated, as
                   underwriter and the selling shareholders named in Schedule I
                   thereto.
[{"type": "8-K", "sequence": "1", "filename": "axis8-k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 3955}]
{"company-data": {"conformed-name": "AXIS CAPITAL HOLDINGS LTD", "cik": "0001214816", "assigned-sic": "6331", "irs-number": "000000000"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-31721", "film-number": "051011841"}, "business-address": {"street1": "106 PITTS BAY ROAD", "city": "PEMBROKE", "state": "D0", "zip": "00000", "phone": "4412962600"}}
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): August 10, 2005
                               (August 8, 2005)

                         AXIS CAPITAL HOLDINGS LIMITED
------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

|_| Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

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

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

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
Items 8.01   Other Events

         On August 8, 2005, AXIS Capital Holdings Limited (the "Company")
entered into an underwriting agreement by and among the Company, Morgan Stanley
& Co. Incorporated and the selling shareholders listed on Schedule I thereto
(the "Selling Shareholders") for the sale of 7,819,362 common shares, par value
$0.0125 of the Company (the "Common Shares") held by the Selling Shareholders
and attached to this report as Exhibit 1.1. The Common Shares will be sold
under the Company's Form S-3 shelf registration statement (File No.
333-118023). The Company will not receive any proceeds from the sale of the
Common Shares by the Selling Shareholders.

Item 9.01.  Financial Statements and Exhibits

(c) Exhibits.

1.1      Underwriting Agreement, dated August 8, 2005, by and among the
         Company, Morgan Stanley & Co. Incorporated, as underwriter and the
         selling shareholders named in Schedule I thereto.
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: August 10, 2005                   AXIS CAPITAL HOLDINGS LIMITED

                                        By: /s/ Carol S. Rivers
                                           ----------------------------------
                                            Carol S. Rivers
                                            General Counsel and Secretary
EXHIBIT INDEX

Exhibit            Description of Document
Number

1.1                Underwriting Agreement, dated August 8, 2005, by and among
                   the Company, Morgan Stanley & Co. Incorporated, as
                   underwriter and the selling shareholders named in Schedule I
                   thereto.