SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MARSH & MCLENNAN COMPANIES INC (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AXIS CAPITAL HOLDINGS L [ AXS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/03/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	07/03/2003		S		77,631	D	20.68	7,404,827(1)	I(2)	Footnote(3)
Common Shares	07/03/2003		S		3,004(4)	D	20.68	286,542(5)	I	Footnote(6)
Common Shares	07/03/2003		S		53,481(7)	D	20.68	5,107,105(8)	I	Footnote(9)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* MARSH & MCLENNAN COMPANIES INC (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND LP (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MARSH & MCLENNAN EMPLOYEES SECURITIES CO LP (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MARSH & MCLENNAN GP I INC (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MARSH & MCLENNAN RISK CAPITAL HOLDINGS LTD (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These Common Shares are owned of record by Marsh & McLennan Risk Capital Holdings, Ltd. ("MMRCH"), an indirect wholly owned subsidiary of Marsh & McLennan Companies, Inc. ("MMC").

2. MMC is making this joint filing on Form 4 on its own behalf and on behalf of MMRCH, Marsh & McLennan GP I, Inc. ("MMGPI"), Marsh & McLennan Capital Professionals Fund, L.P. ("CPF") and Marsh & McLennan Employees' Securities Company, L.P. ("ESC").

3. MMRCH has agreed that it will coordinate the timing of the sale of Common Shares held by it with the sale of Common Shares held by Trident II, L.P. ("Trident"). As a result of such agreement, MMC and MMRCH may be deemed to beneficially own Common Shares that are held by Trident. See Footnotes 7, 8 and 9. MMC and MMRCH disclaim any beneficial ownership of any Common Shares held by Trident (other than the shares held by CPF and ESC). Trident has made separate filings with respect to the Common Shares beneficially owned by it.

4. CPF disposed of 5,145 Common Shares and ESC disposed of 5,174 Common Shares. By virtue of holding indirect partnership interests in ESC and CPF, MMC has a pecuniary interest in approximately 1.09% of the Common Shares beneficially owned by ESC and approximately 57.29% of the Common Shares beneficially owned by CPF. As a result of the foregoing dispositions, MMC's pecuniary interest in the Common Shares held by CPF and ESC has decreased by 3,004 Common Shares.

5. As a result of these dispositions, ESC beneficially owns 493,460 Common Shares and CPF beneficially owns 490,756 Common Shares. By virtue of holding indirect partnership interests in ESC and CPF, MMC has a pecuniary interest in approximately 1.09% of the Common Shares benefially owned by ESC (5,368 Common Shares) and approximately 57.29% of the Common Shares beneficially owned by CPF (281,174 Common Shares).

6. See footnotes 3 and 4.

7. Trident disposed of 183,564 Common Shares. MMC, by virtue of holding interests (including through MMRCH and MMGPI) in Trident, may be deemed to have a pecuniary interest in approximately 29.13% of the Common Shares beneficially owned by Trident. As a result of the foregoing dispositions, MMC's pecuniary interest in the Common Shares held by Trident has decreased by 53,481 Common Shares).

8. As a result of the dispositions, Trident beneficially owns 17,529,331 Common Shares. MMC, by virtue of holding interests (including through MMRCH and MMGPI) in Trident, may be deemed to have a pecuniary interest in approximately 29.13% of the Common Shares benefically owned by Trident (i.e. 5,107,105 Common Shares).

9. Trident has made separate filings on its behalf and on behalf of Trident Capital II, L.P. ("Trident GP"), CPF and ESC. The general partners of Trident GP are MMGPI and two single member limited liability companies that are owned by individuals who are senior executive officers of MMC. In the Trident filings, the two single member limited liability companies that act as general partners of Trident GP each disclaimed benefical ownership of Common Shares that are, or may be deemed to be, benefically owned by Trident. MMC, MMRCH and MMGPI each disclaim beneficial ownership of Common Shares that are, or may be deemed to be, beneficially owned by Trident, other than Common Shares in which they may be deemed to have a pecuniary interest.

	MARSH & MCLENNAN COMPANIES, INC. By: /s/Mark J. Dallara Name: Mark J. Dallara Title: Vice President and Counsel	07/08/2003
	Marsh & McLennan Capital Professionals Fund, L.P.; By: Marsh & McLennan GP I, Inc., its sole general partner; By: /s/ David J. Wermuth, Assistant Secretary	07/07/2003
	Marsh & McLennan Employees' Securities Company, L.P.; By: Marsh & McLennan GP I, Inc., its sole general partner; By: /s/ David J. Wermuth, Assistant Secretary	07/07/2003
	Marsh & McLennan GP I, Inc.; By: David J. Wermuth, Assistant Secretary	07/07/2003
	Marsh & McLennan Risk Capital Holdings, Ltd.; By: Mark J. Dallara, Secretary	07/07/2003
	** Signature of Reporting Person	Date
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