SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Amendment No. 7

AXIS Capital Holdings Limited

(Name of Issuer)

Common Shares, par value $0.0125 per share

(Title of Class of Securities)

G0692U 10 9

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x 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 disclosure 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 the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. G0692U 10 9

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Trident II, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
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     None
		6.	SHARED VOTING POWER     11,065,034
		7.	SOLE DISPOSITIVE POWER     None
		8.	SHARED DISPOSITIVE POWER     11,065,034
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     11,065,034
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    x
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     8.5%
12.	TYPE OF REPORTING PERSON     PN

CUSIP NO. G0692U 10 9

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Trident Capital II, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
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     None
		6.	SHARED VOTING POWER     11,065,034
		7.	SOLE DISPOSITIVE POWER     None
		8.	SHARED DISPOSITIVE POWER     11,065,034
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     11,065,034
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    x
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     8.5%
12.	TYPE OF REPORTING PERSON     PN

CUSIP NO. G0692U 10 9

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marsh & McLennan Capital Professionals Fund, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
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     None
		6.	SHARED VOTING POWER     309,527
		7.	SOLE DISPOSITIVE POWER     None
		8.	SHARED DISPOSITIVE POWER     309,527
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     309,527
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    x
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     0.2%
12.	TYPE OF REPORTING PERSON     PN

CUSIP NO. G0692U 10 9

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marsh & McLennan Employees’ Securities Company, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
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     None
		6.	SHARED VOTING POWER     311,662
		7.	SOLE DISPOSITIVE POWER     None
		8.	SHARED DISPOSITIVE POWER     311,662
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     311,662
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    x
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     0.2%
12.	TYPE OF REPORTING PERSON     PN

CUSIP NO. G0692U 10 9

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Stone Point Capital LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
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     None
		6.	SHARED VOTING POWER     11,684,088
		7.	SOLE DISPOSITIVE POWER     None
		8.	SHARED DISPOSITIVE POWER     None
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     11,684,088
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    x
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     9.0%
12.	TYPE OF REPORTING PERSON     OO

CUSIP NO. G0692U 10 9

ITEM 1	(a)	NAME OF ISSUER:
		AXIS Capital Holdings Limited (the “Company”)
ITEM 1	(b)	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
		106 Pitts Bay Road Pembroke, HM 08 Bermuda
ITEM 2	(a)	NAMES OF PERSON FILING:
		Trident II, L.P. Trident Capital II, L.P. Marsh & McLennan Capital Professionals Fund, L.P. Marsh & McLennan Employees’ Securities Company, L.P. Stone Point Capital LLC
ITEM 2	(b)	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
		For: Trident II, L.P. Trident Capital II, L.P. Marsh & McLennan Capital Professionals Fund, L.P. Marsh & McLennan Employees’ Securities Company, L.P. c/o Maples & Calder, Ugland House, Box 309 South Church Street, Georgetown Grand Cayman, Cayman Islands
		For: Stone Point Capital LLC 20 Horseneck Lane Greenwich, CT 06830
ITEM 2	(c)	CITIZENSHIP:
		Trident II, L.P. – Cayman Islands Trident Capital II, L.P. – Cayman Islands Marsh & McLennan Capital Professionals Fund, L.P. – Cayman Islands Marsh & McLennan Employees’ Securities Company, L.P. – Cayman Islands Stone Point Capital LLC – United States
ITEM 2	(d)	TITLE OF CLASS OF SECURITIES:
		Common Shares, par value $0.0125 per share
ITEM 2	(e)	CUSIP NUMBER:
		G0692U 10 9
ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
	Not applicable.

ITEM 4.	OWNERSHIP
	Trident II, L.P. (“Trident II”) is the direct beneficial owner of 11,065,034 common shares of the Company (“common shares”).
	The sole general partner of Trident II is Trident Capital II, L.P. (“Trident GP”). As the general partner, Trident GP holds voting and investment power with respect to the securities of the Company that are, or may be deemed to be, beneficially owned by Trident II. The manager of Trident II is Stone Point Capital LLC (“Stone Point”), and the members of Stone Point are Charles A. Davis, Stephen Friedman, Meryl D. Hartzband, James D. Carey, Nicolas D. Zerbib and David J. Wermuth. In its role as manager, Stone Point has authority delegated to it by Trident GP to exercise voting rights of common shares on behalf of Trident II but does not have any power with respect to disposition of common shares held by Trident II.
	The general partners of Trident GP are four single member limited liability companies that are owned by individuals who are members of Stone Point (Messrs. Davis, Carey and Wermuth and Ms. Hartzband).
	Each of the single member limited liability companies that is a general partner of Trident GP has disclaimed beneficial ownership of the common shares that are, or may be deemed to be, beneficially owned by Trident II, except to the extent of their individual pecuniary interest therein. Stone Point also has disclaimed beneficial ownership of the common shares that are, or may be deemed to be, beneficially owned by Trident II. This report shall not be construed as an admission that such persons are the beneficial owners of common shares for any purpose.
	Marsh & McLennan Capital Professionals Fund, L.P. (“Trident PF”) and Marsh & McLennan Employees’ Securities Company, L.P. (“Trident ESC”) have agreed with Trident II that (i) Trident ESC will divest its holdings in the Company only in parallel with Trident II, (ii) Trident PF will not dispose of its holdings in the Company before Trident II disposes of its interest, and (iii) to the extent that Trident PF elects to divest its interest in the Company at the same time as Trident II, Trident PF will divest its holdings in the Company in parallel with Trident II. As a result of this agreement, Trident II may be deemed to beneficially own 621,189 common shares held by Trident PF and Trident ESC, and Trident PF and Trident ESC may be deemed to be beneficially own 11,065,034 common shares held by Trident II. Trident II disclaims beneficial ownership of the common shares that are, or may be deemed to be, beneficially owned by Trident PF and Trident ESC, and Trident PF and Trident ESC each disclaims beneficial ownership of the common shares that are, or may be deemed to be, beneficially owned by Trident II.
	The sole general partner of Trident PF is a company controlled by individuals who are members of Stone Point. The sole general partner of Trident ESC is a company that is a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. Stone Point has been granted a limited power of attorney by the sole general partner of Trident ESC which, among other things, gives Stone Point authority to execute this filing on behalf of Trident ESC. A copy of this power of attorney is attached as Exhibit A hereto.
	Trident II, Trident PF and Trident ESC are parties to a shareholders agreement which grants such parties certain registration rights, tag-along rights with respect to proposed sales of 20% or more of the outstanding common shares by a shareholder (or group of shareholders) and certain information rights with respect to the Company. The shareholders agreement is filed as Exhibit 10.1 to the Company’s S-1 Registration Statement (Registration No. 333-103620).
	The information in items 5 through 9 and item 11 on the cover pages to this Schedule 13G/A is hereby incorporated by reference.
ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
	Not applicable.
ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
	Not Applicable.
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
	See Exhibit B.
ITEM 9.	NOTICE OF DISSOLUTION OF GROUP.
	Not Applicable.
ITEM 10.	CERTIFICATION.
	Not Applicable.

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.

Date: February 13, 2012

TRIDENT II, L.P.
By:	Trident Capital II, L.P., its sole general partner
By:	CD Trident II, LLC, a general partner
	By:	/s/ David J. Wermuth
	Name:	David J. Wermuth
	Title:	Vice President
TRIDENT CAPITAL II, L.P.
By:	CD Trident II, LLC, a general partner
	By:	/s/ David J. Wermuth
	Name:	David J. Wermuth
	Title:	Vice President
STONE POINT CAPITAL LLC
	By:	/s/ David J. Wermuth
	Name:	David J. Wermuth
	Title:	Principal
MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND, L.P.
By:	Stone Point GP Ltd., its sole general partner
	By:	/s/ David J. Wermuth
	Name:	David J. Wermuth
	Title:	Secretary
MARSH & MCLENNAN EMPLOYEES’ SECURITIES COMPANY, L.P.
By:	Marsh & McLennan GP I, Inc., its sole general partner
By:	Stone Point Capital LLC, agent/attorney-in-fact
	By:	/s/ David J. Wermuth
	Name:	David J. Wermuth
	Title:	Principal

EX-99.A

Exhibit A

LIMITED POWER OF ATTORNEY

For purposes of the investment in AXIS Capital Holdings Limited (“AXIS”) held by Trident II, L.P. (“Trident II”) and Marsh & McLennan Employees’ Securities Company, L.P. (“Trident II ESC”), the undersigned, Marsh & McLennan GP I, Inc. (“MMC GP”), does hereby irrevocably constitute and appoint Stone Point Capital LLC (“Stone Point”), with full power of substitution, the true and lawful attorney-in-fact and agent of the undersigned to act on behalf of Trident II ESC, to execute, acknowledge, verify, swear to, deliver, record and file any and all of the following:

(a) all filings with the U.S. Securities and Exchange Commission to be made by Trident II ESC with respect to its ownership in AXIS, including without limitation SEC Form 4 and Form 5 as well as amendments to SEC Schedule 13G;

(b) all documents and agreements to be executed by Trident II ESC relating to the holding and disposition of shares of common stock of AXIS owned by Trident II ESC, including agreements with custodians and brokers, provided that the disposition of shares by Trident II ESC shall be permitted only if it is in parallel with Trident II, as required under the terms of that certain amended and restated co-investment agreement, dated as of May 31, 2005, among Trident II, Trident II ESC and the other parties thereto; and

(c) any other documents, instruments or agreements determined by Stone Point to be necessary in connection with the foregoing.

Any person dealing with Trident II ESC may conclusively presume and rely upon the fact that any instrument referred to above, executed by such attorney-in-fact and agent, is authorized, regular and binding, without further inquiry.

THIS POWER OF ATTORNEY AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. THIS POWER OF ATTORNEY EXPIRES MARCH 31, 2012.

MARSH & McLENNAN EMPLOYEES’ SECURITIES COMPANY, L.P.
By:	MARSH & MCLENNAN GP I, INC.
	By:	/s/ Luciana Fato
	Name:	Luciana Fato
	Title:	Deputy General Counsel

March 24, 2010

EX-99.B

Exhibit B

JOINT FILING AGREEMENT

The undersigned agree that the statement on Schedule 13G/A to which this exhibit is attached is filed on behalf of each of them in capacities set forth below.

Dated: February 13, 2012

TRIDENT II, L.P.
By:	Trident Capital II, L.P., its sole general partner
By:	CD Trident II, LLC, a general partner
	By:	/s/ David J. Wermuth
	Name:	David J. Wermuth
	Title:	Vice President
TRIDENT CAPITAL II, L.P.
By:	CD Trident II, LLC, a general partner
	By:	/s/ David J. Wermuth
	Name:	David J. Wermuth
	Title:	Vice President
STONE POINT CAPITAL LLC
	By:	/s/ David J. Wermuth
	Name:	David J. Wermuth
	Title:	Principal
MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND, L.P.
By:	Stone Point GP Ltd., its sole general partner
	By:	/s/ David J. Wermuth
	Name:	David J. Wermuth
	Title:	Secretary
MARSH & MCLENNAN EMPLOYEES’ SECURITIES COMPANY, L.P.
By:	Marsh & McLennan GP I, Inc., its sole general partner
By:	Stone Point Capital LLC, agent/attorney-in-fact
	By:	/s/ David J. Wermuth
	Name:	David J. Wermuth
	Title:	Principal