	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

AXIS CAPITAL HOLDINGS LIMITED

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

G0692 U 10 9

(CUSIP Number)

December 31, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
ý	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G0692 U 10 9

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas H. Lee Advisors (Alternative) V Limited, LDC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 14,765,155

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 14,765,155

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,765,155

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 9.6%

	12.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) THL Advisors (Alternative) V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 14,765,155

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 14,765,155

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,765,155

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 9.6%

	12.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas H. Lee (Alternative) Fund V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 11,412,564

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 11,412,564

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,412,564

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 7.4%

	12.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas H. Lee (Alternative) Parallel Fund V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 2,961,101

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 2,961,101

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,961,101

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 1.9%

	12.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas H. Lee (Alternative) Cayman Fund V, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 157,260

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 157,260

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 157,260

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Putnam Investments, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 234,230

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 234,230

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 234,230

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Putnam Investments Holdings, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 234,230

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 234,230

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 234,230

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Putnam Investments Employees’ Securities Company I LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 76,641

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 76,641

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 76,641

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Putnam Investments Employees’ Securities Company II LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power 68,430

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power 68,430

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 68,430

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) Less than 1.0%

	12.	Type of Reporting Person (See Instructions) OO

Item 1.
	(a)	Name of Issuer Axis Capital Holdings Limited
	(b)	Address of Issuer’s Principal Executive Offices 106 Pitts Bay Road, Hamilton, Pembroke HM08, Bermuda

Item 2.
	(a)	Name of Person Filing Thomas H. Lee Advisors (Alternative) V Limited, LDC THL Advisors (Alternative) V, L.P. Thomas H. Lee (Alternative) Fund V, L.P. Thomas H. Lee (Alternative) Parallel Fund V, L.P. Thomas H. Lee (Alternative) Cayman Fund V, L.P. Putnam Investments, LLC Putnam Investments Holdings, LLC Putnam Investments Employees’ Securities Company I LLC Putnam Investments Employees’ Securities Company II LLC
	(b)	Address of Principal Business Office or, if none, Residence c/o Thomas H. Lee Partners, L.P. 75 State Street, Boston, MA 02109
	(c)	Citizenship Thomas H. Lee Advisors (Alternative) V Limited, LDC – Cayman Islands THL Advisors (Alternative) V, L.P. – Cayman Islands Thomas H. Lee (Alternative) Fund V, L.P. – Cayman Islands Thomas H. Lee (Alternative) Parallel Fund V, L.P. – Cayman Islands Thomas H. Lee (Alternative) Cayman Fund V, L.P. – Cayman Islands Putnam Investments, LLC – Delaware Putnam Investments Holdings, LLC – Delaware Putnam Investments Employees’ Securities Company I LLC – Delaware Putnam Investments Employees’ Securities Company II LLC – Delaware
	(d)	Title of Class of Securities Common Stock, $0.0125 par value per share
	(e)	CUSIP Number G0692 U 10 9
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
			– Not Applicable –

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:
Putnam Investments Employees’ Securities Company I LLC, a Delaware limited liability company (“Putnam I”) is the record holder of 76,641 shares of the identified class of securities, Putnam Investments Employees’ Securities Company II LLC, a Delaware limited liability company (“Putnam II”) is the record holder of 68,430 shares of the identified class of securities.
As the managing member of each of Putnam I and Putnam II, and the record holder of 89,159 shares of the identified class of securities, Putnam Investments Holdings, LLC, a Delaware limited liability company (“Holdings” and together with Putnam I and Putnam II, the “Putnam Entities”) may be deemed to be the beneficial owner of 234,230 shares of the identified securities.
As the managing member of Holdings, Putnam Investments, LLC, a Delaware limited liability company (“Putnam”) may be deemed to be the beneficial owner of 234,230 shares of the identified securities. Holdings and Putnam disclaim beneficial ownership of such securities, except to the extent of their individual pecuniary interest therein.
Thomas H. Lee (Alternative) Fund V, L.P., a Cayman Islands exempted limited partnership (“Alternative Fund”) is the record holder of 11,412,564 shares of the identified class of securities, Thomas H. Lee (Alternative) Parallel Fund V, L.P., a Cayman Islands exempted limited partnership (“Parallel Fund”) is the record holder of 2,961,101 shares of the identified class of securities and Thomas H. Lee (Alternative) Cayman Fund V, L.P., a Cayman Islands exempted limited partnership (“Cayman Fund” and together with Alternative Fund and Parallel Fund, the “Funds”) is the record holder of 157,260 shares of the identified class of securities.
As the sole general partner of each of the Funds and pursuant to the terms of the Amended and Restated Limited Partnership Agreement of Alternative Fund, which requires the Putnam Entities to dispose of their shares of the identified class of securities pro rata with the Funds, THL Advisors (Alternative) V, L.P., a Cayman Islands exempted limited partnership (“Advisors”) may be deemed to be the beneficial owner of 14,765,155 shares of the identified securities.
As the sole general partner of Advisors, Thomas H. Lee Advisors (Alternative) V Limited, LDC, a Cayman Islands limited duration company (“LDC”) may be deemed to be the beneficial owner of 14,765,155 shares of the identified securities. Advisors and LDC disclaim beneficial ownership of such securities, except to the extent of their individual pecuniary interest therein.
The Issuer’s Bye-Laws provide for an adjustment of voting power such that the voting power of all shares be adjusted to the extent necessary such that no Reporting Person’s controlled shares constitute nine and one-half percent (9.5%) or more of the voting power of all shares of the Issuer.
	(b)	Percent of class: See Item 11 of each cover page.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote See Item 5 of each cover page
		(ii)	Shared power to vote or to direct the vote See Item 6 of each cover page
		(iii)	Sole power to dispose or to direct the disposition of See Item 7 of each cover page
		(iv)	Shared power to dispose or to direct the disposition of See Item 8 of each cover page

Item 5.	Ownership of Five Percent or Less of a Class
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	See Item 4(a) above.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
	– Not Applicable –
Item 8.	Identification and Classification of Members of the Group
	Not Applicable. The reporting persons expressly disclaim membership in a “group” as used in Rule 13d-1(b)(1)(ii)(J).

Item 9.	Notice of Dissolution of Group
	– Not Applicable –

Item 10.	Certification
	Not Applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2004.	THOMAS H. LEE ADVISORS
	(ALTERNATIVE) V LIMITED, LDC


	By:	/s/ Thomas H. Lee
		Name: Thomas H. Lee
		Title:

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties for whom copies are to be sent.