<PAGE>

                    As filed with the Securities and Exchange
                           Commission on April 2, 2003

                                                        Registration No. 333-[ ]
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                      PLATINUM UNDERWRITERS HOLDINGS, LTD.
             (Exact name of registrant as specified in its charter)

               BERMUDA                                   NOT APPLICABLE
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                     Identification No.)

                             THE BELVEDERE BUILDING
                                 PITTS BAY ROAD
                             PEMBROKE HM-02 BERMUDA
               (Address of Principal Executive Offices) (Zip Code)

         PLATINUM UNDERWRITERS HOLDINGS, LTD. 2002 SHARE INCENTIVE PLAN
         PLATINUM UNDERWRITERS HOLDINGS, LTD. CAPITAL ACCUMULATION PLAN
 PLATINUM UNDERWRITERS HOLDINGS, LTD. SHARE UNIT PLAN FOR NONEMPLOYEE DIRECTORS
                            (Full Title of the Plans)

                              CT CORPORATION SYSTEM
                                111 EIGHTH AVENUE
                            NEW YORK, NEW YORK 10011
                                 (800) 624-0909
 (Name, address and telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                            Proposed maximum    Proposed maximum
 Title of securities      Amount to be       offering price        aggregate            Amount of
   to be registered        registered          per share         offering price     registration fee
   ----------------        ----------          ---------         --------------     ----------------
<S>                       <C>               <C>                 <C>                 <C>
 Common Shares, par
 value $0.01 per
 share(1)                  6,000,000(2)         $24.04(3)        $144,240,000(3)       $11,669.02
                           -----------          --------         --------------        ----------

 Common Shares, par
 value $0.01 per
 share(1)                   150,000(4)          $24.04(3)         $3,606,000(3)          $291.73
                           -----------          --------         --------------        ----------
</TABLE>

1     In addition, this registration statement also covers an indeterminate
      number of additional Common Shares pursuant to the anti-dilution
      provisions of the plans listed above.

2     Up to 6,000,000 shares of the Company's Common Stock in the aggregate may
      be issued under the Platinum Underwriters Holdings, Ltd. 2002 Share
      Incentive Plan and the Platinum Underwriters Holdings, Ltd. Capital
      Accumulation Plan pursuant to the terms of such plans.

3     Pursuant to Rule 457(h), these prices are estimated solely for the purpose
      of calculating the registration fee and are based upon the average of the
      high and low sales prices of the Company's Common Shares on the New York
      Stock Exchange on March 27, 2003.

4     Up to 150,000 shares of the Company's Common Stock in the aggregate may be
      issued under the Platinum Underwriters Holdings, Ltd. Share Unit Plan for
      Nonemployee Directors.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (this "Registration Statement") will be sent or given
to participants in the plans listed on the cover of the Registration Statement
as specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). Such document(s) are not being filed with the Commission but
constitute (along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed with the Commission by Platinum
Underwriters Holdings, Ltd. (the "Company") are incorporated herein by reference
and made a part hereof:

      -     The Company's annual report on Form 10-K filed with the Commission
            on March 31, 2003 for the year ended December 31, 2002; and

      -     Description of the Company's Common Shares contained in the
            Company's registration statement on Form 8-A, File No. 02663027,
            filed with the Commission on May 28, 2002, including any further
            amendments or reports filed for the purpose of updating such
            description.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein (or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein or therein) modifies
or supersedes such statement. Any 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 SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Company is a Bermuda company. Set forth below is a description of
certain provisions of the Companies Act of 1981 of Bermuda, as amended (the
"Companies Act"), and the Company's Restated Bye-Laws, as presently in effect
(the "Bye-Laws"), as such provisions relate to the indemnification of directors
and officers of the Company. This description is intended only as a summary and
is qualified in its entirety by reference to the applicable provisions of the
Companies Act and the Bye-Laws (incorporated herein by reference as Exhibit 4.5
to this Registration Statement).

      Section 98 of the Companies Act provides generally that a Bermuda company
may indemnify its directors and officers against any liability which by virtue
of Bermuda law otherwise would be imposed on them, except in cases where such
liability arises from the fraud or dishonesty of which such director or officer
may be guilty in relation to the company. Section 98 further and provides that a
Bermuda company may indemnify its directors and officers against any liability
incurred by them in defending any proceeding, whether civil or criminal, in
which judgment is awarded in their favor or in which they are acquitted if
granted relief by the Supreme Court of Bermuda in certain proceedings arising
under Section 281 of the Companies Act.

      The Company has adopted provisions in its Bye-Laws that provide that the
Company shall indemnify its officers and directors to the maximum extent
permitted under the Companies Act.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

   Exhibit
   Number      Description
   ------      -----------
     4.1    -  Platinum Underwriters Holdings, Ltd. 2002 Share Incentive Plan
               (incorporated by reference to Exhibit 10.2 of the Company's
               Annual Report on Form 10-K filed with the Commission on March 31,
               2003 for the year ended December 31, 2002, File No. 001-31341).

     4.2    -  Platinum Underwriters Holdings, Ltd. Capital Accumulation Plan
               (incorporated by reference to Exhibit 10.3 of the Company's
               Annual Report on Form 10-K filed with the Commission on March 31,
               2003 for the year ended December 31, 2002, File No. 001-31341).

     4.3    -  Platinum Underwriters Holdings, Ltd. Share Unit Plan for
               Nonemployee Directors (incorporated by reference to Exhibit 10.1
               of the Company's Annual Report on Form 10-K filed with the
               Commission on March 31, 2003 for the year ended December 31,
               2002, File No. 001-31341).

     4.4    -  Memorandum of Association of the Company (incorporated by
               reference to Exhibit 3.1 of the Company's Registration Statement
               on Form S-1, as amended, File No. 333-86906).

     4.5    -  Form of Restated Bye-Laws of the Company (incorporated by
               reference to Exhibit 3.2 of the Company's Registration Statement
               on Form S-1, as amended, File No. 333-86906).

     4.6    -  Form of Certificate of the Common Shares, par value $0.01 per
               share of the Company (incorporated by reference to Exhibit 4.1 to
               the Company's Registration Statement on Form S-1, as amended,
               File No. 333-86906).

     5.1    -  Opinion of Conyers, Dill & Pearman.

    23.1    -  Consents of KPMG LLP.

    23.2    -  Consent of Opinion of Conyers, Dill & Pearman (included in
               Exhibit 5.1 hereto).

    24.1    -  Power of Attorney of the officers and directors who
               signed this Registration Statement (included on Signature
               Page).

ITEM 9. UNDERTAKINGS

      (a)   The undersigned Company 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 this Registration Statement (or the most recent
            post-effective amendment thereof) which, individually or in the



                                      II-2
<PAGE>
            aggregate, represent a fundamental change in the information set
            forth in this 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 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in this
            effective Registration Statement;

      (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 this
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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.

      (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
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 Company pursuant to the indemnification provisions summarized in Item 6
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 the 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 Company 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-3
<PAGE>
                                   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 Southampton, Bermuda on this 2nd day of April 2003.

                              PLATINUM UNDERWRITERS HOLDINGS, LTD.

                              By:           /s/ Jerome T. Fadden
                                  ----------------------------------------------
                                  Name: Jerome T. Fadden
                                  Title:President and Chief Executive Officer

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jerome T. Fadden and Michael E.
Lombardozzi, and each of them severally, his true and lawful attorney-in-fact
with power of substitution and resubstitution to sign in his name, place and
stead, in any and all capacities, to do any and all things and execute any and
all instruments that such attorney may deem necessary or advisable under the
Securities Act of 1933, the Securities Exchange Act of 1934, and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"Commission") in connection with this Form S-8 Registration Statement (this
"Registration Statement") of Platinum Underwriters Holdings, Ltd. (the
"Registrant"), including specifically, but without limiting the generality of
the foregoing, the power and authority to sign his name in his respective
capacity as a member of the Board of Directors or officer of the Registrant, to
this Registration Statement and/or such other form or forms as may be
appropriate to be filed with the Commission as any of them may deem appropriate
in respect of the Common Shares of the Registrant, to any and all amendments
thereto (including post-effective amendments), to any related Rule 462(b)
Registration Statement and to any other documents filed with the Commission, as
fully for all intents and purposes as he might or could do in person, and hereby
ratifies and confirms all said attorneys-in-fact and agents, each acting alone,
and 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.

<TABLE>
<CAPTION>
    Signature                              Title                    Date
    ---------                              -----                    ----
<S>                               <C>                            <C>
 /s/ Steven H. Newman             Chairman of the Board of       April 2, 2003
-----------------------           Directors
    Steven H. Newman

 /s/ Jerome T. Fadden             President, Chief Executive     April 2, 2003
-----------------------           Officer, and Director
    Jerome T. Fadden

 /s/ William A. Robbie            Executive Vice President,      April 2, 2003
-----------------------           Chief Financial Officer
    William A. Robbie             and Principal
                                  Accounting Officer


 /s/ H. Furlong Baldwin           Director                       April 2, 2003
------------------------
    H. Furlong Baldwin

 /s/ Jonathan F. Bank             Director                       April 2, 2003
-----------------------
    Jonathan F. Bank

 /s/ Dan R. Carmichael            Director                       April 2, 2003
-----------------------
    Dan R. Carmichael
</TABLE>

                                      II-4
<PAGE>
<TABLE>
<CAPTION>
    Signature                              Title                    Date
    ---------                              -----                    ----
<S>                               <C>                            <C>
                                  Director                       April 2, 2003
---------------------
    Jay S. Fishman

 /s/ Peter T. Pruitt              Director                       April 2, 2003
-----------------------
    Peter T. Pruitt

 /s/ Donald Puglisi               Authorized Representative      April 2, 2003
----------------------            in the United States
    Donald Puglisi
</TABLE>

                                      II-5
<PAGE>
                                  EXHIBIT INDEX

   Exhibit
   Number      Description

     4.1    -  Platinum Underwriters Holdings, Ltd. 2002 Share Incentive Plan
               (incorporated by reference to Exhibit 10.2 of the Company's
               Annual Report on Form 10-K filed with the Commission on March 31,
               2003 for the year ended December 31, 2002, File No. 001-31341).

     4.2    -  Platinum Underwriters Holdings, Ltd. Capital Accumulation Plan
               (incorporated by reference to Exhibit 10.3 of the Company's
               Annual Report on Form 10-K filed with the Commission on March 31,
               2003 for the year ended December 31, 2002, File No. 001-31341).

     4.3    -  Platinum Underwriters Holdings, Ltd. Share Unit Plan for
               Nonemployee Directors (incorporated by reference to Exhibit 10.1
               of the Company's Annual Report on Form 10-K filed with the
               Commission on March 31, 2003 for the year ended December 31,
               2002, File No. 001-31341).

     4.4    -  Memorandum of Association of the Company (incorporated by
               reference to Exhibit 3.1 of the Company's Registration Statement
               on Form S-1, as amended, File No. 333-86906).

     4.5    -  Form of Restated Bye-Laws of the Company (incorporated by
               reference to Exhibit 3.2 of the Company's Registration Statement
               on Form S-1, as amended, File No. 333-86906).

     4.6    -  Form of Certificate of the Common Shares, par value $0.01 per
               share of the Company (incorporated by reference to Exhibit 4.1 to
               the Company's Registration Statement on Form S-1, as amended,
               File No. 333-86906).

     5.1    -  Opinion of Conyers, Dill & Pearman.

    23.1    -  Consents of KPMG LLP.

    23.2    -  Consent of Opinion of Conyers, Dill & Pearman (included in
               Exhibit 5.1 hereto).

    24.1    -  Power of Attorney of the officers and directors who
               signed this Registration Statement (included on Signature
               Page).

                                      II-6
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As filed with the Securities and Exchange
                           Commission on April 2, 2003

                                                        Registration No. 333-[ ]
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                      PLATINUM UNDERWRITERS HOLDINGS, LTD.
             (Exact name of registrant as specified in its charter)

               BERMUDA                                   NOT APPLICABLE
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                     Identification No.)

                             THE BELVEDERE BUILDING
                                 PITTS BAY ROAD
                             PEMBROKE HM-02 BERMUDA
               (Address of Principal Executive Offices) (Zip Code)

         PLATINUM UNDERWRITERS HOLDINGS, LTD. 2002 SHARE INCENTIVE PLAN
         PLATINUM UNDERWRITERS HOLDINGS, LTD. CAPITAL ACCUMULATION PLAN
 PLATINUM UNDERWRITERS HOLDINGS, LTD. SHARE UNIT PLAN FOR NONEMPLOYEE DIRECTORS
                            (Full Title of the Plans)

                              CT CORPORATION SYSTEM
                                111 EIGHTH AVENUE
                            NEW YORK, NEW YORK 10011
                                 (800) 624-0909
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed maximum    Proposed maximum
 Title of securities      Amount to be       offering price        aggregate            Amount of
   to be registered        registered          per share         offering price     registration fee
   ----------------        ----------          ---------         --------------     ----------------
Common Shares, par
 value $0.01 per
 share(1)                  6,000,000(2)         $24.04(3)        $144,240,000(3)       $11,669.02
                           -----------          --------         --------------        ----------

 Common Shares, par
 value $0.01 per
 share(1)                   150,000(4)          $24.04(3)         $3,606,000(3)          $291.73
                           -----------          --------         --------------        ----------
1     In addition, this registration statement also covers an indeterminate
      number of additional Common Shares pursuant to the anti-dilution
      provisions of the plans listed above.

2     Up to 6,000,000 shares of the Company's Common Stock in the aggregate may
      be issued under the Platinum Underwriters Holdings, Ltd. 2002 Share
      Incentive Plan and the Platinum Underwriters Holdings, Ltd. Capital
      Accumulation Plan pursuant to the terms of such plans.

3     Pursuant to Rule 457(h), these prices are estimated solely for the purpose
      of calculating the registration fee and are based upon the average of the
      high and low sales prices of the Company's Common Shares on the New York
      Stock Exchange on March 27, 2003.

4     Up to 150,000 shares of the Company's Common Stock in the aggregate may be
      issued under the Platinum Underwriters Holdings, Ltd. Share Unit Plan for
      Nonemployee Directors.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (this "Registration Statement") will be sent or given
to participants in the plans listed on the cover of the Registration Statement
as specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). Such document(s) are not being filed with the Commission but
constitute (along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents filed with the Commission by Platinum
Underwriters Holdings, Ltd. (the "Company") are incorporated herein by reference
and made a part hereof:

      -     The Company's annual report on Form 10-K filed with the Commission
            on March 31, 2003 for the year ended December 31, 2002; and

      -     Description of the Company's Common Shares contained in the
            Company's registration statement on Form 8-A, File No. 02663027,
            filed with the Commission on May 28, 2002, including any further
            amendments or reports filed for the purpose of updating such
            description.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein (or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein or therein) modifies
or supersedes such statement. Any 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 SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Company is a Bermuda company. Set forth below is a description of
certain provisions of the Companies Act of 1981 of Bermuda, as amended (the
"Companies Act"), and the Company's Restated Bye-Laws, as presently in effect
(the "Bye-Laws"), as such provisions relate to the indemnification of directors
and officers of the Company. This description is intended only as a summary and
is qualified in its entirety by reference to the applicable provisions of the
Companies Act and the Bye-Laws (incorporated herein by reference as Exhibit 4.5
to this Registration Statement).

      Section 98 of the Companies Act provides generally that a Bermuda company
may indemnify its directors and officers against any liability which by virtue
of Bermuda law otherwise would be imposed on them, except in cases where such
liability arises from the fraud or dishonesty of which such director or officer
may be guilty in relation to the company. Section 98 further and provides that a
Bermuda company may indemnify its directors and officers against any liability
incurred by them in defending any proceeding, whether civil or criminal, in
which judgment is awarded in their favor or in which they are acquitted if
granted relief by the Supreme Court of Bermuda in certain proceedings arising
under Section 281 of the Companies Act.

      The Company has adopted provisions in its Bye-Laws that provide that the
Company shall indemnify its officers and directors to the maximum extent
permitted under the Companies Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

   Exhibit
   Number      Description
   ------      -----------
     4.1    -  Platinum Underwriters Holdings, Ltd. 2002 Share Incentive Plan
               (incorporated by reference to Exhibit 10.2 of the Company's
               Annual Report on Form 10-K filed with the Commission on March 31,
               2003 for the year ended December 31, 2002, File No. 001-31341).

     4.2    -  Platinum Underwriters Holdings, Ltd. Capital Accumulation Plan
               (incorporated by reference to Exhibit 10.3 of the Company's
               Annual Report on Form 10-K filed with the Commission on March 31,
               2003 for the year ended December 31, 2002, File No. 001-31341).

     4.3    -  Platinum Underwriters Holdings, Ltd. Share Unit Plan for
               Nonemployee Directors (incorporated by reference to Exhibit 10.1
               of the Company's Annual Report on Form 10-K filed with the
               Commission on March 31, 2003 for the year ended December 31,
               2002, File No. 001-31341).

     4.4    -  Memorandum of Association of the Company (incorporated by
               reference to Exhibit 3.1 of the Company's Registration Statement
               on Form S-1, as amended, File No. 333-86906).

     4.5    -  Form of Restated Bye-Laws of the Company (incorporated by
               reference to Exhibit 3.2 of the Company's Registration Statement
               on Form S-1, as amended, File No. 333-86906).

     4.6    -  Form of Certificate of the Common Shares, par value $0.01 per
               share of the Company (incorporated by reference to Exhibit 4.1 to
               the Company's Registration Statement on Form S-1, as amended,
               File No. 333-86906).

     5.1    -  Opinion of Conyers, Dill & Pearman.

    23.1    -  Consents of KPMG LLP.

    23.2    -  Consent of Opinion of Conyers, Dill & Pearman (included in
               Exhibit 5.1 hereto).

    24.1    -  Power of Attorney of the officers and directors who
               signed this Registration Statement (included on Signature
               Page).

ITEM 9. UNDERTAKINGS

      (a)   The undersigned Company 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 this Registration Statement (or the most recent
            post-effective amendment thereof) which, individually or in the

                                      II-2
aggregate, represent a fundamental change in the information set
            forth in this 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 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in this
            effective Registration Statement;

      (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 this
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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.

      (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
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 Company pursuant to the indemnification provisions summarized in Item 6
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 the 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 Company 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-3
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 Southampton, Bermuda on this 2nd day of April 2003.

                              PLATINUM UNDERWRITERS HOLDINGS, LTD.

                              By:           /s/ Jerome T. Fadden
                                  ----------------------------------------------
                                  Name: Jerome T. Fadden
                                  Title:President and Chief Executive Officer

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jerome T. Fadden and Michael E.
Lombardozzi, and each of them severally, his true and lawful attorney-in-fact
with power of substitution and resubstitution to sign in his name, place and
stead, in any and all capacities, to do any and all things and execute any and
all instruments that such attorney may deem necessary or advisable under the
Securities Act of 1933, the Securities Exchange Act of 1934, and any rules,
regulations and requirements of the Securities and Exchange Commission (the
"Commission") in connection with this Form S-8 Registration Statement (this
"Registration Statement") of Platinum Underwriters Holdings, Ltd. (the
"Registrant"), including specifically, but without limiting the generality of
the foregoing, the power and authority to sign his name in his respective
capacity as a member of the Board of Directors or officer of the Registrant, to
this Registration Statement and/or such other form or forms as may be
appropriate to be filed with the Commission as any of them may deem appropriate
in respect of the Common Shares of the Registrant, to any and all amendments
thereto (including post-effective amendments), to any related Rule 462(b)
Registration Statement and to any other documents filed with the Commission, as
fully for all intents and purposes as he might or could do in person, and hereby
ratifies and confirms all said attorneys-in-fact and agents, each acting alone,
and 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.
Signature                              Title                    Date
    ---------                              -----                    ----
/s/ Steven H. Newman             Chairman of the Board of       April 2, 2003
-----------------------           Directors
    Steven H. Newman

 /s/ Jerome T. Fadden             President, Chief Executive     April 2, 2003
-----------------------           Officer, and Director
    Jerome T. Fadden

 /s/ William A. Robbie            Executive Vice President,      April 2, 2003
-----------------------           Chief Financial Officer
    William A. Robbie             and Principal
                                  Accounting Officer

 /s/ H. Furlong Baldwin           Director                       April 2, 2003
------------------------
    H. Furlong Baldwin

 /s/ Jonathan F. Bank             Director                       April 2, 2003
-----------------------
    Jonathan F. Bank

 /s/ Dan R. Carmichael            Director                       April 2, 2003
-----------------------
    Dan R. Carmichael
II-4
Signature                              Title                    Date
    ---------                              -----                    ----
Director                       April 2, 2003
---------------------
    Jay S. Fishman

 /s/ Peter T. Pruitt              Director                       April 2, 2003
-----------------------
    Peter T. Pruitt

 /s/ Donald Puglisi               Authorized Representative      April 2, 2003
----------------------            in the United States
    Donald Puglisi
II-5
EXHIBIT INDEX

   Exhibit
   Number      Description

     4.1    -  Platinum Underwriters Holdings, Ltd. 2002 Share Incentive Plan
               (incorporated by reference to Exhibit 10.2 of the Company's
               Annual Report on Form 10-K filed with the Commission on March 31,
               2003 for the year ended December 31, 2002, File No. 001-31341).

     4.2    -  Platinum Underwriters Holdings, Ltd. Capital Accumulation Plan
               (incorporated by reference to Exhibit 10.3 of the Company's
               Annual Report on Form 10-K filed with the Commission on March 31,
               2003 for the year ended December 31, 2002, File No. 001-31341).

     4.3    -  Platinum Underwriters Holdings, Ltd. Share Unit Plan for
               Nonemployee Directors (incorporated by reference to Exhibit 10.1
               of the Company's Annual Report on Form 10-K filed with the
               Commission on March 31, 2003 for the year ended December 31,
               2002, File No. 001-31341).

     4.4    -  Memorandum of Association of the Company (incorporated by
               reference to Exhibit 3.1 of the Company's Registration Statement
               on Form S-1, as amended, File No. 333-86906).

     4.5    -  Form of Restated Bye-Laws of the Company (incorporated by
               reference to Exhibit 3.2 of the Company's Registration Statement
               on Form S-1, as amended, File No. 333-86906).

     4.6    -  Form of Certificate of the Common Shares, par value $0.01 per
               share of the Company (incorporated by reference to Exhibit 4.1 to
               the Company's Registration Statement on Form S-1, as amended,
               File No. 333-86906).

     5.1    -  Opinion of Conyers, Dill & Pearman.

    23.1    -  Consents of KPMG LLP.

    23.2    -  Consent of Opinion of Conyers, Dill & Pearman (included in
               Exhibit 5.1 hereto).

    24.1    -  Power of Attorney of the officers and directors who
               signed this Registration Statement (included on Signature
               Page).

                                      II-6