SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PERRY CORP

(Last)

(First)

(Middle)

599 LEXINGTON AVE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/05/2005

3. Issuer Name and Ticker or Trading Symbol
ENDURANCE SPECIALTY HOLDINGS LTD [ ENH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares, par value $1.00 per share	1,495,733	I	By Perry Partners, L.P.,⁽¹⁾
Ordinary Shares, par value $1.00 per share	4,479,637	I	By Perry Partners International, Inc.⁽²⁾
Ordinary Shares, par value $1.00 per share	63,850	I	By Perry Commitment Fund International, L.P.⁽³⁾
Ordinary Shares, par value $1.00 per share	36,150	I	By Perry Commitment Fund, L.P.⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Share Purchase Option	08/25/2003	02/25/2013	Ordinary Shares	1,350	$22.14	I	By Perry Partners, L.P.⁽¹⁾
Ordinary Share Purchase Option	11/05/2004	05/05/2014	Ordinary Shares	1,350	$33.91	I	By Perry Partners, L.P.⁽¹⁾
Ordinary Share Purchase Option	08/25/2003	02/25/2013	Ordinary Shares	3,650	$22.14	I	By Perry Partners International, Inc.⁽²⁾
Ordinary Share Purchase Option	11/05/2004	05/05/2014	Ordinary Shares	3,650	$33.91	I	By Perry Partners International, Inc.⁽²⁾
Restricted Share Unit	⁽⁵⁾	10/27/2005	Ordinary Shares	420	⁽⁶⁾	I	By Perry Partners, L.P.⁽¹⁾
Restricted Share Unit	⁽⁵⁾	10/27/2005	Ordinary Shares	1,330	⁽⁶⁾	I	By Perry Partners International, Inc.⁽²⁾

Explanation of Responses:

1. The general partner of Perry Partners, L.P. is Perry Corp., of which Mr. Perry is the President and the sole shareholder. Perry Corp. and Mr. Perry may be deemed to have voting and dispositive power with respect to the shares held by Perry Partners, L.P. Mr. Perry disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Perry is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.

2. The investment manager of Perry Partners International, Inc. is Perry Corp., of which Mr. Perry is the President and the sole shareholder. Perry Corp. and Mr. Perry may be deemed to have voting and dispositive power with respect to the shares held by Perry Partners International, Inc. Mr. Perry disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Perry is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.

3. The general partner of Perry Commitment Fund International, L.P. is Perry Commitment International Associates L.L.C., of which Perry Corp is Managing Member. Mr. Perry is the President and the sole shareholder of Perry Corp. Perry Corp. and Mr. Perry may be deemed to have voting and dispositive power with respect to the shares held by Perry Commitment Fund International, L.P. Mr. Perry disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Perry is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.

4. The general partner of Perry Commitment Fund, L.P. is Perry Commitment Associates L.L.C., of which Perry Corp is Managing Member. Mr. Perry is the President and the sole shareholder of Perry Corp. Perry Corp. and Mr. Perry may be deemed to have voting and dispositive power with respect to the shares held by Perry Commitment Fund, L.P. Mr. Perry disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Perry is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.

5. The restricted share units convert into ordinary shares on October 27, 2005 unless Mr. Perry is no longer a member of the Company's Board of Directors on that date.

6. The restricted share units were delivered pursuant to the Amended and Restated 2003 Non-Employee Director Incentive Plan on April 27, 2005. The closing price of the Company's Ordinary Shares on April 27, 2005 was $36.11.

	/s/ Richard C. Perry, President	05/09/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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