SEC FORM 4

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

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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^*

Babcock William

(Last)

(First)

(Middle)

C/O ENDURANCE SPECIALTY HOLDINGS LTD.

WELLESLEY HOUSE, 90 PITTS BAY ROAD

(Street)

PEMBROKE

HM 08

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENDURANCE SPECIALTY HOLDINGS LTD [ ENH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares, par value $1.00 per share	09/28/2007		A⁽¹⁾		13,366	A	$0.00	26,212	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Unit	$0.00	06/29/2007		A		6		⁽²⁾	03/01/2008	Ordinary Shares	6	⁽³⁾	931	D
Restricted Share Unit	$0.00	09/28/2007		D			931	⁽¹⁾	03/01/2008	Ordinary Shares	931	$0.00	0	D
Restricted Share Unit	$0.00	06/29/2007		A		10		⁽²⁾	03/01/2009	Ordinary Shares	10	⁽³⁾	1,613	D
Restricted Share Unit	$0.00	09/28/2007		D			1,613	⁽¹⁾	03/01/2009	Ordinary Shares	1,613	$0.00	0	D
Restricted Share Unit	$0.00	09/28/2007		D			3,296	⁽¹⁾	09/01/2009	Ordinary Shares	3,296	$0.00	0	D
Restricted Share Unit	$0.00	06/29/2007		A		11		⁽²⁾	03/01/2009	Ordinary Shares	11	⁽³⁾	1,645	D
Restricted Share Unit	$0.00	09/28/2007		D			1,645	⁽¹⁾	03/01/2009	Ordinary Shares	1,645	$0.00	0	D
Restricted Share Unit	$0.00	06/29/2007		A		13		⁽²⁾	03/01/2010	Ordinary Shares	13	⁽³⁾	2,214	D
Restricted Share Unit	$0.00	09/28/2007		D			2,214	⁽¹⁾	03/01/2010	Ordinary Shares	2,214	$0.00	0	D
Restricted Share Unit	$0.00	06/29/2007		A		23		⁽²⁾	03/01/2011	Ordinary Shares	23	⁽³⁾	3,667	D
Restricted Share Unit	$0.00	09/28/2007		D			3,667	⁽¹⁾	03/01/2011	Ordinary Shares	3,667	$0.00	0	D
Restricted Share Unit	$0.00	06/29/2007		A		31		⁽⁴⁾	03/01/2008	Ordinary Shares	31	⁽⁵⁾	135	D
Restricted Share Unit	$0.00	09/28/2007		A		30		⁽⁶⁾	03/01/2009	Ordinary Shares	30	⁽⁵⁾	30	D

Explanation of Responses:

1. On September 28, 2007, pursuant to the terms of the Issuer's restricted share unit exchange program, the Issuer cancelled restricted share units previously granted to the Reporting Person. In exchange for the restricted share units, the Reporting Person received an equivalent number of restricted shares.

2. The dividend restricted share units granted were cancelled on September 28, 2007 in accordance with the terms of the Restricted Share Agreement between the Issuer and the Reporting Person. In exchange, the Reporting Person received an equivalent number of restricted shares as reported in Table I above.

3. The number of dividend restricted share units issued was determined pursuant to the terms of the agreement governing the securities based on (i) the closing sale price for the Company's ordinary shares on June 29, 2007 of $39.82 and (ii) the issuance by the Company of a $0.25 per share dividend on that date.

4. The restricted share units are forfeitable only upon violation of a non-competition restriction and are converted into ordinary shares or their cash equivalent on March 1, 2008.

5. The number of restricted share units issued was determined pursuant to the terms of the agreement governing the securities based on (i) the cumulative dividends that would otherwise have been used to reduce the strike price on options previously granted to the holder in order to make such options compliant with Section 409A of the Internal Revenue Code and the regulations promulgated by the U.S. Internal Revenue Service under Section 409A and (ii) the closing sale price of the Company's ordinary shares on the dates the dividends were originally paid.

6. The restricted share units are forfeitable only upon violation of a non-competition restriction and are converted into ordinary shares or their cash equivalent on March 1, 2009.

Remarks:

	/s/ William Babcock	10/02/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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