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 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) 1166 AVENUE OF THE AMERICAS. . (Street) NEW YORK. NY 10036 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AXIS CAPITAL HOLDINGS LTD [ 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) 12/30/2003
	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	12/30/2003		J(1)		267,146(1)	A	$29.27(2)	5,374,252(1)	I	See Footnote(1)(3)(4)
Common Shares								286,542(5)	I	See Footnote(5)
Common Shares								89,159(6)	I	See Footnote(6)
Common Shares								7,404,827(7)	I	See Footnotes(7)
Common Shares								11,792(8)	I	See Footnote(8)

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) 1166 AVENUE OF THE AMERICAS. . (Street) NEW YORK. NY 10036 (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) C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET (Street) GEORGETOWN, GRAND CAYMAN E9 (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) C/O MAPLES & CALDER, UGLAND HOUSE BOX 309, SOUTH CHURCH STREET (Street) GEORGETOWN, GRAND CAYMAN E9 (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) 1166 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (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) 1166 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10036 (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* MMC CAPITAL INC (Last) (First) (Middle) 20 HORSENECK LANE (Street) GREENWICH CT 06830 (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. Marsh & McLennan Risk Capital Holdings, Ltd. ("MMRCH"), a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. ("MMC"), increased its limited partnership interest in Trident II, L.P. ("Trident") through the acquisition of a limited partnership interest in Trident in a private transaction on December 30, 2003. As a result of this transaction, MMC's pecuniary interest in the portfolio investments owned by Trident may be deemed to have increased from approximately 29.13% to approximately 30.66% and indirectly MMC's pecuniary interest in the Common Shares (the "Common Shares") of AXIS Capital Holdings Limited ("AXIS") owned by Trident may be deemed to have increased by 267,146 Common Shares to a total of 5,374,252 Common Shares as of December 30, 2003. MMC and its subsidiaries each disclaim any beneficial ownership of any Common Shares held by Trident. This report shall not be deemed an admission that any such person is the beneficial owner of such securities.

2. Based on the December 30, 2003 closing price of Common Shares on the New York Stock Exchange of $29.27.

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. As a result of such agreement, MMC and MMRCH may be deemed to beneficially own Common Shares that are held by Trident. MMC and MMRCH each disclaim any beneficial ownership that may be attributed to them as a result of such agreement. This report shall not be deemed an admission that any such person is the beneficial owner of such securities. Trident has made separate filings with respect to the Common Shares beneficially owned by it.

4. MMRCH owns a limited partnership interest in Trident. The sole general partner of Trident is Trident Capital II, L.P. ("Trident GP"). The general partners of Trident GP are Marsh & McLennan GP I, Inc. ("MMGPI"), a wholly-owned subsidiary of MMC, 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 beneficial ownership of Common Shares that are, or may be deemed to be, beneficially 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. This report shall not be deemed an admission that any such person is the beneficial owner of such securities.

5. Marsh & McLennan Capital Professionals Fund, L.P. ("CPF") beneficially owns 490,756 Common Shares and Marsh & McLennan Employees' Security Company , L.P. ("ESC") beneficially owns 493,469 Common Shares. By virtue of holding indirect partnership interests in ESC and CPF, MMC has a pecuniary interest in approximately 57.29% of the Common Shares beneficially owned by CPF (281,174 Common Shares) and approximately 1.09% of the Common Shares beneficially owned by ESC (5,368 Common Shares).

6. Common Shares held of record by Putnam Investments Holdings, LLC ("Putnam"), an indirect subsidiary of MMC.

7. Common Shares owned of record by MMRCH.

8. Common Shares owned of record by MMC Capital, Inc.

Remarks:

Marsh & McLennan Companies, Inc. is making this joint filing on Form 4 on its own behalf and on behalf of Marsh & McLennan Risk Capital Holdings, Ltd., Marsh & McLennan GP I, Inc., Marsh & McLennan Capital Professionals Fund, L.P., Marsh & McLennan Employees' Securities Company, L.P. and MMC Capital, Inc.

	Marsh & McLennan Companies, Inc. By: /s/ Leon Lichter, Vice President and Counsel	04/22/2004
	Marsh & McLennan Capital Professionals Fund, L.P. By: Marsh & McLennan GP I, Inc., its sole general partner By: /s/ David Wermuth, Assistant Secretary	04/22/2004
	Marsh & McLeannan Employees' Securities Company, L.P. By: Marsh & McLennan GPI, Inc., its sole general partner By: /s/ David Wermuth, Assistant Secretary	04/22/2004
	Marsh & McLennan GP I, Inc. By: /s/ David Wermuth, Assistant Secretary	04/22/2004
	Marsh & McLennan Risk Capital Holdings, Ltd. By: /s/ David Wermuth, Secretary	04/22/2004
	MMC Capital, Inc. By:/s/ David Wermuth, Principal and Legal Director	04/22/2004
	** Signature of Reporting Person	Date
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