10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2005
Commission file number 001-31721

AXIS CAPITAL HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Bermuda	98-0395986
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

106 Pitts Bay Road, Pembroke HM 08, Bermuda

(Address of principal executive offices and zip code)

(441) 296-2600
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý  No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes ý  No o

As of August 26, 2005, there were 143,189,446 Common Shares, $0.0125 par value per share, of the registrant outstanding.

Explanatory Note

This Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”) to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005, initially filed with the Securities and Exchange Commission on August 3, 2005 (the “Original Filing”), is being filed for the purpose of including information required under Item 4 Submission of Matters to a Vote of Security Holders that was inadvertently omitted from the Original Filing.  This Form 10-Q/A only sets forth the information required to be filed under Item 4, Part II and does not include the information previously set forth in the Original Filing.  No other information contained in the Original Filing is amended by this Form 10-Q/A.  In addition, and pursuant to Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, the Company is filing herewith certain currently dated certifications.

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AXIS CAPITAL HOLDINGS LIMITED

INDEX TO FORM 10-Q

PART II. OTHER INFORMATION
Item 4.	Submission of Matters to a Vote of Security Holders
Item 6.	Exhibits
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Signatures

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PART II - OTHER INFORMATION

Item 4.              Submission of Matters to a Vote of Security Holders

The following matters were submitted to a vote of shareholders at the Annual General Meeting of Shareholders held on May 5, 2005 at Chesney House, Pitts Bay Road, Pembroke, Bermuda.

1.Appointment of Directors

Resolved by a vote of 97,738,251 in favor and 1,790,396 withheld:

That Robert L. Friedman be appointed a Class II Director.

Resolved by a vote of 99,478,657 in favor and 49,990 withheld:

That Donald J. Greene be appointed a Class II Director.

Resolved by a vote of 99,478,107 in favor and 50,540 withheld:

That Jugen Grupe be appointed a Class II Director.

Resolved by a vote of 99,487,217 in favor and 50,430 withheld:

That Frank J. Tasco be appointed a Class II Director.

The following directors continued in office after the meeting:  Michael A. Butt, John R. Charman, Charles A. Davis, W. Thomas Forrester, Maurice A. Keane, Edward J. Kelly, III, Scott A. Schoen, Henry B. Smith and Jeffrey C. Walker.  Messrs. Schoen and Walker have subsequently resigned.

2.Appointment of Auditors

Resolved by a vote of 99,480,397 in favor, 34,060 against and 14,190 abstaining:

To appoint Deloitte & Touche, Hamilton, Bermuda, to act as the independent auditors of the Company for the fiscal year ending December 31, 2005 and to authorize the Board of Directors acting through the Audit Committee to set the fees for the independent auditors.

3.Directors of AXIS Specialty

Resolved by a vote of 99,461,192 in favor, 54,173 against and 13,282 abstaining:

That the election of three nominees as directors of the Company’s subsidiary, AXIS Specialty Limited, be and is hereby approved.

4.Liquidation of AXIS Specialty UK Limited

Resolved by a vote of 82,760,503 in favor, 11,973 against, 21,982 abstaining and 16,734,189 broker non-votes:

That the liquidation of the Company’s subsidiary, AXIS Specialty UK Limited, be and is hereby approved.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 30, 2005
	AXIS CAPITAL HOLDINGS LIMITED
	By:	/s/John R. Charman
		John R. Charman
		President and Chief Executive Officer
		(Authorized Officer)
		/s/Andrew Cook
		Andrew Cook
		Chief Financial Officer
		(Principal Financial Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
AXIS Capital Holdings Limited
Pursuant to section 302 of the Sarbanes-Oxley Act of 2002

I, John R. Charman, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q/A of AXIS Capital Holdings Limited for the period ended June 30, 2005;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - -15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15 d -15 (f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 30, 2005	/s/ John R. Charman
		John R. Charman
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION
OF CHIEF FINANCIAL OFFICER
AXIS Capital Holdings Limited
Pursuant to section 302 of the Sarbanes-Oxley Act of 2002

I, Andrew Cook, certify that:

1.I have reviewed this Quarterly Report of Form 10-Q/A AXIS Capital Holdings Limited for the period ended June 30, 2005;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - -15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15 d -15 (f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 30, 2005	/s/ Andrew Cook
		Andrew Cook
		Chief Financial Officer

EX-32.1

Exhibit 32.1

AXIS CAPITAL HOLDINGS LIMITED

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q/A of AXIS Capital Holdings Limited (the “Company”) for the quarterly period ended June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John R. Charman, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 30, 2005	/s/ John R. Charman
		John R. Charman
		Chief Executive Officer

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

EX-32.2

Exhibit 32.2

AXIS CAPITAL HOLDINGS LIMITED

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q/A of AXIS Capital Holdings Limited (the “Company”) for the quarterly period ended June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Andrew Cook, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(3)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(4)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	August 30, 2005	/s/ Andrew Cook
		Andrew Cook
		Chief Financial Officer

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

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