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* DAVIS CHARLES A /NJ/ (Last) (First) (Middle) 17 FIELD POINT DRIVE (Street) GREENWICH CT 06830 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/21/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	04/21/2004		S(1)		58,757(2)	D	$27(1)	251,100(3)	I	See footnote(4)
Common Shares	04/21/2004		S(1)		26,182(5)	D	$27(1)	111,886(6)	I	See footnote(7)

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

Explanation of Responses:

1. Common Shares ("Common Shares") sold in connection with an underwritten public offering of 20,000,000 Common Shares (excluding up to 3,000,000 Common Shares subject to the Underwriters' overallotment option) at a price of $27.91 per Common Share, less $0.91 for underwriting discounts and commissions.

2. Trident II, L.P. ("Trident") sold 3,324,048 Common Shares beneficially owned by it. Mr. Davis, by virtue of holding an interest of approximately 1.77% in Trident, may be deemed to have had a pecuniary interest in 58,757 Common Shares sold by Trident. Mr. Davis disclaims beneficial ownership of the Common Shares that are, or may be deemed to be, beneficially owned by Trident. This report shall not be deemed an admission that Mr. Davis is the beneficial owner of such shares.

3. Mr. Davis may be deemed to have a pecuniary interest in these shares by virtue of holding an interest of approximately 1.77% in Trident. Mr. Davis disclaims beneficial ownership of the Common Shares that are, or may be deemed to be, beneficially owned by Trident. This report shall not be deemed an admission that Mr. Davis is the beneficial owner of such shares. See footnote 2.

4. Mr. Davis serves as a member of the investment committee of Trident and is the sole member of one of the single member limited liability companies that serves as a general partner of Trident Capital II, L.P., the general partner of Trident. Mr. Davis disclaims beneficial ownership of the Common Shares that are, or may be deemed to be, beneficially owned by Trident. This report shall not be deemed an admission that Mr. Davis is the beneficial owner of such shares. See also footnotes 2 and 3.

5. Marsh & McLennan Capital Professionals Fund, L.P. ("CPF") sold 93,061 Common Shares beneficially owned by it. Mr. Davis, by virtue of holding an interest of approximately 28.13% in CPF, may be deemed to have had a pecuniary interest in 26,182 Common Shares sold by CPF. Mr. Davis disclaims beneficial ownership of the Common Shares that are, or may be deemed to be, beneficially owned by CPF. This report shall not be deemed an admission that Mr. Davis is the beneficial owner of such shares.

6. Mr. Davis may be deemed to have a pecuniary interest in these shares by virtue of holding an interest of approximately 28.13% in CPF. Mr. Davis disclaims beneficial ownership of the Common Shares that are, or may be deemed to be, beneficially owned by CPF. This report shall not be deemed an admission that Mr. Davis is the beneficial owner of such shares. See footnote 5.

7. Mr. Davis serves as Chairman and CEO of MMC Capital, Inc., a Director of Marsh & McLennan Risk Capital Holdings, Ltd. ("MMRCH") and a Vice Chairman and Director of Marsh & McLennan Companies, Inc. MMRCH owns the entire equity interest in Marsh & McLennan GP I, Inc., the general partner of CPF. Mr. Davis disclaims beneficial ownership of the Common Shares that are, or may be deemed to be, beneficially owned by CPF. See also footnotes 5 and 6.

	Charles A. Davis	04/23/2004
	** Signature of Reporting Person	Date
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