<HTML>
<HEAD>
<TITLE>  Form S-8
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<PRE>
                                As filed with the Securities and Exchange Commission on July 23, 2003
                                                                                                            Registration No. 333- _____
=======================================================================================================================================

                                                  SECURITIES AND EXCHANGE COMMISSION
                                                        Washington, D.C. 20549

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

                                      American Safety Insurance Holdings, Ltd.
                                 (Exact name of issuer as specified in its charter)

                          Bermuda                                                Not applicable
              (State or other jurisdiction of                                   (I.R.S. Employer
              incorporation or organization)                                  Identification No.)

                     44 Church Street
                  Hamilton HM HX, Bermuda
         (Address of principal executive offices)


                                                   1998 Incentive Stock Option Plan
                                              1997 Non-Incentive Stock Option Agreement
                                                        (Full title of the Plans)

                                                           Fred J. Pinckney
                                               American Safety Insurance Services, Inc.
                                                           1845 The Exchange
                                                        Atlanta, Georgia 30339
                                                            (770) 485-4346
                            (Name, address and telephone number, including area code, of agent for service)

                    The Commission is requested to mail signed copies of all orders, notices and communications to:

                                                      W. Brinkley Dickerson, Jr.
                                                         Troutman Sanders LLP
                                                   600 Peachtree Street, Suite 5200
                                                      Atlanta, Georgia 30308-2216
                                                            (404) 885-3000

---------------------------------------------------------------------------------------------------------------
                                       CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
                                                                               Proposed
      Title of each class of         Amount to be     Proposed maximum    maximum aggregate      Amount of
    securities to be registered      registered(1)   offering price per   offering price(2)  registration fee
                                                          share(2)
---------------------------------------------------------------------------------------------------------------
Common Shares, par value $0.01      1,565,500 shares       $10.70            $16,750,850        $1,355.15
---------------------------------------------------------------------------------------------------------------

</PRE>
<OL>
<LI>Pursuant to Rule 416(a) under the Securities  Act of 1933, as amended (the  "Securities  Act"),  this  registration  statement
also includes an  indeterminate  number of additional  shares that may be offered and issued to prevent  dilution  resulting from stock
splits, stock dividends or similar transactions as provided in the 1998 Incentive Stock Option Plan.

<LI>Estimated  solely  for the  purpose of  calculating  the  registration  fee,  in  accordance  with Rule 457  (h)(1)  under the
Securities  Act, based on the average of the high and low prices per share
reported on the New York Stock Exchange on July 16, 2003.
</OL>

<HR SIZE=1 NOSHADE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>Part I -
Information Required in the Section 10(a) Prospectus</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
documents constituting Part I of this registration statement have been or will
be sent or given to participants in the 1998 Incentive Stock Option Plan and the
participant in the 1997 Non-Incentive Stock Option Agreement (collectively the
&#147;Plan&#148;) as specified by Rule 428 (b)(1) under the Securities Act.
These documents and the documents incorporated by reference into this
registration statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon
written or oral request, American Safety Insurance Holdings, Ltd. (the
&#147;Company&#148;) will provide, without charge, the documents incorporated by
reference in Item 3 of Part II of this registration statement. The Company will
also provide, without charge, upon written or oral request, other documents
required to be delivered to employees pursuant to Rule 428(b) under the
Securities Act. Requests for the above mentioned information should be directed
to Fred J. Pinckney, Secretary and General Counsel, American Safety Insurance
Services, Inc., 1845 The Exchange, Atlanta, Georgia 30339, telephone number
(770) 485-4346. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>Part II - Information Required in the Registration Statement</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>Item 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  <U>Incorporation of Documents by Reference.</U> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following documents filed with the Securities and Exchange Commission are hereby
incorporated by reference into this registration statement as of their
respective dates of filing: </FONT></P>

<PRE>
         (a)      the Company's Annual Report on Form 10-K for the period ending December 31, 2002, filed April 15, 2003;

         (b)      the Company's Quarterly Report on Form 10-Q for the period ending March 31, 2003, filed May 14, 2003;

         (c)      the Company's Current Report on Form 8-K, filed June 5, 2003;

         (d)      the Company's Current Report on Form 8-K, filed June 30, 2003;

         (e)      the Company's Current Report on Form 8-K, filed July 7, 2003; and

         (f)      the description of the Company's Common Shares, par value $0.01,  contained in the Company's  Registration
                  Statement on Form S-1, as filed on December 19, 1997, including any amendments or reports filed for the
                  purpose of updating such descriptions.
</PRE>



<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
documents filed subsequent to the date of this registration statement by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the &#147;Exchange Act&#148;) prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters any securities then remaining unsold,
shall also be deemed to be incorporated by reference in this registration
statement and to be a part hereof from their respective dates of filing. </FONT></P>
<P ALIGN=CENTER>-1-
</P>
<HR SIZE=1 NOSHADE>
<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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, modifies or supersedes such statement. Any
statement contained in this registration statement shall be deemed to be
modified or superseded to the extent that a statement contained in a
subsequently filed document which is or is deemed to be incorporated by
reference herein 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>Item 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Description of Securities.</U> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>Item 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;           <U>Interests of Named Experts and Counsel.</U> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>Item 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification of Directors and Officers.</U> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
98 of the Companies Act provides generally that a Bermuda company may indemnify
its directors, officers and auditors 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, officer or
auditor may be guilty in relation to the company. Section 98 further provides
that a Bermudian company may indemnify its directors, officers and auditors
against liability incurred by them in defending any proceedings, whether civil
or criminal, in which judgment is awarded in their favor or they are acquitted
or in which they are acquitted or granted relief by the Supreme Court of Bermuda
in certain proceedings arising under Section 281 of the Companies Act. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. The Company has also adopted provisions in its Bye-Laws that
provide that each shareholder of the Company and the Company itself agrees to
waive any claim or right of action he or it might have, whether individually or
by or in the right of the Company, against any director on action of any action
taken by such director, or the failure of such director to take any action, in
the performance of his duties, or supposed duties, with or for the Company,
provided that such waiver shall not extend to any matter in respect of any fraud
or dishonesty which may attach to such director. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company has directors and officers liability insurance that insures the
directors and officers of the Company against certain liabilities. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>Item 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Exemption from Registration Claimed.</U> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </FONT></P>
<P ALIGN=CENTER>-2-
</P>
<HR SIZE=1 NOSHADE>
<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>Item 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Exhibits.</U></FONT></P>


<PRE>
         (A)      The following exhibits are filed as part of this registration statement:

                Exhibit
                <U>Number</U>               <U>Description</U>

                   5.1              Opinion of Conyers, Dill &amp; Pearman

                  10.1              1998 Incentive Stock Option Plan (incorporated by reference to Exhibit 10.2 to
                                    Amendment No. 1 to the Registration Statement on Form S-1 of registrant as
                                    filed with the Securities and Exchange Commission on January 27, 1998)

                  10.2              First Amendment to Incentive Stock Option Plan (incorporated by reference to Exhibit
                                    10.4(b) to Amendment 1 to the Registration Statement on Form S-1 of registrant as filed
                                    with the Securities and Exchange Commission on November 5, 2002).

                 *10.3              1997 Non-Incentive Stock Option Agreement

                 *23.1              Consent of KPMG LLP, independent auditors

                 *23.2              Consent of Conyers, Dill &amp; Pearman, (included in Exhibit 5.1)

                 *24.1              Power of Attorney (included in the signature page of this registration
                                    statement)

       *filed herewith

</PRE>


<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>Item 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Undertakings.</U> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;<U>Rule 415 offerings.</U>  The undersigned registrant hereby undertakes: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      To file,  during any period in which  offers or sales are being made,  a  post-effective  amendment  to this
registration statement: </FONT></P>

<PRE>
               (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  Securities  and  Exchange  Commission  (the  "Commission")  pursuant  to Rule  424(b)  if, in the
                    aggregate,  the  changes  in volume  and price  represent  no more than 20  percent  change in the  maximum
                    aggregate  offering  price  set forth in the  "Calculation  of  Registration  Fee"  table in the  effective
                    registration statement;
</PRE>

<P ALIGN=CENTER>-3-
</P>
<HR SIZE=1 NOSHADE>
<PRE>


              (iii) To  include  any  material  information  with  respect  to the plan of  distribution  not  previously
                    disclosed in the  registration  statement or any material  change to such  information in the  registration
                            statement;
</PRE>
<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provided, however</I>,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To remove from  registration by means of a  post-effective  amendment any of the securities being registered
which remain unsold at the termination of any offering. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Filings incorporating  subsequent Exchange Act documents by reference.</U>  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 the  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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Filing of  registration  statement  on Form  S-8.</U>  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. </FONT></P>


<P ALIGN=CENTER>-4-
</P>
<HR SIZE=1 NOSHADE>




<H2 align=center><FONT FACE="Times New Roman, Times, Serif" size=3><B>SIGNATURES</B></FONT></H2>


<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 on the 23rd day of
July, 2003. </FONT></P>

<PRE>
                                  American Safety Insurance Holdings, Ltd.


                                  By: <U>  /s/ Stephen R. Crim                    </U>
                                           Stephen R. Crim
                                           President and Chief Executive Officer
</PRE>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>POWER OF
ATTORNEY</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Stephen R. Crim and Fred J. Pinckney and each of them,
such person&#146;s true and lawful attorney-in-fact and agent, with full powers
of substitution and resubstitution, for such person and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this registration statement (including any post-effective amendments thereto),
and to file the same, with all exhibits thereto, and other documents in
connection therewith with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and to perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or would
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or their substitutes may lawfully do or cause to be done by virtue
hereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons
in the capacities indicated below on the 23rd day of July, 2003. </FONT></P>

<PRE>
                        <U>Signature</U>                                  <U>Title</U>

<U> /s/ Stephen R. Crim                                </U>      President, Chief Executive Officer (Principal Executive
Stephen R. Crim                                           Officer) and Director


<U> /s/ Steven B. Mathis                               </U>      Chief Financial Officer (Principal Financial and
Steven B. Mathis                                          Accounting Officer)
</PRE>

<P ALIGN=CENTER>-5-
</P>
<HR SIZE=1 NOSHADE>
<PRE>


<U> /s/ Cody W. Birdwell                               </U>      Director
Cody W. Birdwell


<U> /s/ David V. Brueggen                              </U>      Director
David V. Brueggen


<U> /s/ Lawrence I. Geneen                             </U>      Director
Lawrence I. Geneen


<U> /s/ William O. Mauldin, Jr.                        </U>      Director
William O. Mauldin, Jr.


<U> /s/ Thomas W. Mueller                              </U>      Director
Thomas W. Mueller

<U> /s/ Frederick C. Treadway                          </U>      Director
Frederick C. Treadway


<U> /s/ Jerome D. Weaver                               </U>      Director
Jerome D. Weaver
</PRE>

<P ALIGN=CENTER>-6-
</P>
<HR SIZE=1 NOSHADE>





<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>Exhibit Index</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>Exhibit <BR>
<U>Number</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;              <U>Description</U> </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>*5.1     Opinion of Conyers, Dill &amp; Pearman </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>10.1     1998 Incentive Stock Option Plan (incorporated by reference to exhibit 10.2 to Amendment No. 1 to the Registration Statement
         on Form S-1 of the Registrant as filed with the Securities and Exchange Commission on January 27, 1998) </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>10.2     First Amendment to Incentive Stock Option Plan (incorporated by reference to Exhibit
                    10.4(b) to Amendment 1 to the Registration Statement on Form S-1 of registrant filed
                    with the Securities and Exchange Commission on November 5, 2002). </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>*23.1    Consent of KPMG LLP, independent auditors. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>*23.2    Consent of Conyers, Dill &amp; Pearman, (included in Exhibit 5.1) </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>*24.1    Power of Attorney (included in the signature page of this registration statement) </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>*filed herewith. </FONT></P>

<P ALIGN=CENTER>-7-
</P>
<HR SIZE=1 NOSHADE>


<P><FONT FACE="Times New Roman, Times, Serif"  SIZE=3>1998 Incentive Stock Plan </FONT></P>

</BODY>
</HTML>
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Form S-8
As filed with the Securities and Exchange Commission on July 23, 2003
                                                                                                            Registration No. 333- _____
=======================================================================================================================================

                                                  SECURITIES AND EXCHANGE COMMISSION
                                                        Washington, D.C. 20549

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

                                      American Safety Insurance Holdings, Ltd.
                                 (Exact name of issuer as specified in its charter)

                          Bermuda                                                Not applicable
              (State or other jurisdiction of                                   (I.R.S. Employer
              incorporation or organization)                                  Identification No.)

                     44 Church Street
                  Hamilton HM HX, Bermuda
         (Address of principal executive offices)

                                                   1998 Incentive Stock Option Plan
                                              1997 Non-Incentive Stock Option Agreement
                                                        (Full title of the Plans)

                                                           Fred J. Pinckney
                                               American Safety Insurance Services, Inc.
                                                           1845 The Exchange
                                                        Atlanta, Georgia 30339
                                                            (770) 485-4346
                            (Name, address and telephone number, including area code, of agent for service)

                    The Commission is requested to mail signed copies of all orders, notices and communications to:

                                                      W. Brinkley Dickerson, Jr.
                                                         Troutman Sanders LLP
                                                   600 Peachtree Street, Suite 5200
                                                      Atlanta, Georgia 30308-2216
                                                            (404) 885-3000

---------------------------------------------------------------------------------------------------------------
                                       CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
                                                                               Proposed
      Title of each class of         Amount to be     Proposed maximum    maximum aggregate      Amount of
    securities to be registered      registered(1)   offering price per   offering price(2)  registration fee
                                                          share(2)
---------------------------------------------------------------------------------------------------------------
Common Shares, par value $0.01      1,565,500 shares       $10.70            $16,750,850        $1,355.15
---------------------------------------------------------------------------------------------------------------
Pursuant to Rule 416(a) under the Securities  Act of 1933, as amended (the  "Securities  Act"),  this  registration  statement
also includes an  indeterminate  number of additional  shares that may be offered and issued to prevent  dilution  resulting from stock
splits, stock dividends or similar transactions as provided in the 1998 Incentive Stock Option Plan.
Estimated  solely  for the  purpose of  calculating  the  registration  fee,  in  accordance  with Rule 457  (h)(1)  under the
Securities  Act, based on the average of the high and low prices per share
reported on the New York Stock Exchange on July 16, 2003.
Part I -
Information Required in the Section 10(a) Prospectus
The
documents constituting Part I of this registration statement have been or will
be sent or given to participants in the 1998 Incentive Stock Option Plan and the
participant in the 1997 Non-Incentive Stock Option Agreement (collectively the
"Plan") as specified by Rule 428 (b)(1) under the Securities Act.
These documents and the documents incorporated by reference into 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, American Safety Insurance Holdings, Ltd. (the
"Company") will provide, without charge, the documents incorporated by
reference in Item 3 of Part II of this registration statement. The Company will
also provide, without charge, upon written or oral request, other documents
required to be delivered to employees pursuant to Rule 428(b) under the
Securities Act. Requests for the above mentioned information should be directed
to Fred J. Pinckney, Secretary and General Counsel, American Safety Insurance
Services, Inc., 1845 The Exchange, Atlanta, Georgia 30339, telephone number
(770) 485-4346.
Part II - Information Required in the Registration Statement
Item 3.
Incorporation of Documents by Reference.
The
following documents filed with the Securities and Exchange Commission are hereby
incorporated by reference into this registration statement as of their
respective dates of filing:
(a)      the Company's Annual Report on Form 10-K for the period ending December 31, 2002, filed April 15, 2003;

         (b)      the Company's Quarterly Report on Form 10-Q for the period ending March 31, 2003, filed May 14, 2003;

         (c)      the Company's Current Report on Form 8-K, filed June 5, 2003;

         (d)      the Company's Current Report on Form 8-K, filed June 30, 2003;

         (e)      the Company's Current Report on Form 8-K, filed July 7, 2003; and

         (f)      the description of the Company's Common Shares, par value $0.01,  contained in the Company's  Registration
                  Statement on Form S-1, as filed on December 19, 1997, including any amendments or reports filed for the
                  purpose of updating such descriptions.
All
documents filed subsequent to the date of this registration statement by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters any securities then remaining unsold,
shall also be deemed to be incorporated by reference in this registration
statement and to be a part hereof from their respective dates of filing.
-1-
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, modifies or supersedes such statement. Any
statement contained in this registration statement shall be deemed to be
modified or superseded to the extent that a statement contained in a
subsequently filed document which is or is deemed to be incorporated by
reference herein 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.
Section
98 of the Companies Act provides generally that a Bermuda company may indemnify
its directors, officers and auditors 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, officer or
auditor may be guilty in relation to the company. Section 98 further provides
that a Bermudian company may indemnify its directors, officers and auditors
against liability incurred by them in defending any proceedings, whether civil
or criminal, in which judgment is awarded in their favor or they are acquitted
or in which they are acquitted or 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. The Company has also adopted provisions in its Bye-Laws that
provide that each shareholder of the Company and the Company itself agrees to
waive any claim or right of action he or it might have, whether individually or
by or in the right of the Company, against any director on action of any action
taken by such director, or the failure of such director to take any action, in
the performance of his duties, or supposed duties, with or for the Company,
provided that such waiver shall not extend to any matter in respect of any fraud
or dishonesty which may attach to such director.
The
Company has directors and officers liability insurance that insures the
directors and officers of the Company against certain liabilities.
Item 7.
Exemption from Registration Claimed.
Not applicable.
-2-
Item 8.
Exhibits.
(A)      The following exhibits are filed as part of this registration statement:

                Exhibit
Number
Description
5.1              Opinion of Conyers, Dill & Pearman

                  10.1              1998 Incentive Stock Option Plan (incorporated by reference to Exhibit 10.2 to
                                    Amendment No. 1 to the Registration Statement on Form S-1 of registrant as
                                    filed with the Securities and Exchange Commission on January 27, 1998)

                  10.2              First Amendment to Incentive Stock Option Plan (incorporated by reference to Exhibit
                                    10.4(b) to Amendment 1 to the Registration Statement on Form S-1 of registrant as filed
                                    with the Securities and Exchange Commission on November 5, 2002).

                 *10.3              1997 Non-Incentive Stock Option Agreement

                 *23.1              Consent of KPMG LLP, independent auditors

                 *23.2              Consent of Conyers, Dill & Pearman, (included in Exhibit 5.1)

                 *24.1              Power of Attorney (included in the signature page of this registration
                                    statement)

       *filed herewith
Item 9.
Undertakings.
(a)
Rule 415 offerings.
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  Securities  and  Exchange  Commission  (the  "Commission")  pursuant  to Rule  424(b)  if, in the
                    aggregate,  the  changes  in volume  and price  represent  no more than 20  percent  change in the  maximum
                    aggregate  offering  price  set forth in the  "Calculation  of  Registration  Fee"  table in the  effective
                    registration statement;
-3-
(iii) To  include  any  material  information  with  respect  to the plan of  distribution  not  previously
                    disclosed in the  registration  statement or any material  change to such  information in the  registration
                            statement;
Provided, however
,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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 any offering.
(b)
Filings incorporating  subsequent Exchange Act documents by reference.
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 the  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)
Filing of  registration  statement  on Form  S-8.
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.
-4-
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 on the 23rd day of
July, 2003.
American Safety Insurance Holdings, Ltd.

                                  By:
/s/ Stephen R. Crim
Stephen R. Crim
                                           President and Chief Executive Officer
POWER OF
ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Stephen R. Crim and Fred J. Pinckney and each of them,
such person's true and lawful attorney-in-fact and agent, with full powers
of substitution and resubstitution, for such person and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this registration statement (including any post-effective amendments thereto),
and to file the same, with all exhibits thereto, and other documents in
connection therewith with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and to perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or would
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or their substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons
in the capacities indicated below on the 23rd day of July, 2003.
Signature
Title
/s/ Stephen R. Crim
President, Chief Executive Officer (Principal Executive
Stephen R. Crim                                           Officer) and Director
/s/ Steven B. Mathis
Chief Financial Officer (Principal Financial and
Steven B. Mathis                                          Accounting Officer)
-5-
/s/ Cody W. Birdwell
Director
Cody W. Birdwell
/s/ David V. Brueggen
Director
David V. Brueggen
/s/ Lawrence I. Geneen
Director
Lawrence I. Geneen
/s/ William O. Mauldin, Jr.
Director
William O. Mauldin, Jr.
/s/ Thomas W. Mueller
Director
Thomas W. Mueller
/s/ Frederick C. Treadway
Director
Frederick C. Treadway
/s/ Jerome D. Weaver
Director
Jerome D. Weaver
-6-
Exhibit Index
Exhibit
Number
(c)
Description
*5.1     Opinion of Conyers, Dill & Pearman
10.1     1998 Incentive Stock Option Plan (incorporated by reference to exhibit 10.2 to Amendment No. 1 to the Registration Statement
         on Form S-1 of the Registrant as filed with the Securities and Exchange Commission on January 27, 1998)
10.2     First Amendment to Incentive Stock Option Plan (incorporated by reference to Exhibit
                    10.4(b) to Amendment 1 to the Registration Statement on Form S-1 of registrant filed
                    with the Securities and Exchange Commission on November 5, 2002).
*23.1    Consent of KPMG LLP, independent auditors.
*23.2    Consent of Conyers, Dill & Pearman, (included in Exhibit 5.1)
*24.1    Power of Attorney (included in the signature page of this registration statement)
*filed herewith.
-7-
1998 Incentive Stock Plan