FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * CHARMAN JOHN   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 __X__ Officer (give title below) _____ Other (specify below) CEO, President & Deputy Chair (Last) (First) (Middle) AXIS CAPITAL HOLDINGS LIMITED, 92 PITTS BAY ROAD 3. Date of Earliest Transaction (Month/Day/Year) 10/18/2011 (Street) PEMBROKE, D0 HM 08 4. If Amendment, Date 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 (City) (State) (Zip) 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 10/18/2011   M(1)   1,293,855 A $ 10.36 3,098,763 I (3) By Dragon Holdings Trust Common Shares 10/18/2011   F(1)   513,183 D $ 26.12 2,585,580 I (3) By Dragon Holdings Trust Common Shares 10/18/2011   M(2)   431,282 A $ 10.36 842,586 I (4) By N.I.M.I.C. International Ltd. Common Shares 10/18/2011   F(2)   171,060 D $ 26.12 671,526 I (4) By N.I.M.I.C. International Ltd.

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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 Underlying Securities (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 of Derivative Security: 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

Warrants

$ 10.36

10/18/2011

M

1,293,855

10/18/2011

11/20/2011

Common Stock

1,293,855

$ 0

0

I (5)

By Dragon Holdings Trust

Warrants

$ 10.36

10/18/2011

M

431,282

10/18/2011

11/20/2011

Common Stock

431,282

$ 0

0

I (6)

By N.I.M.I.C. International Ltd.

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CHARMAN JOHN AXIS CAPITAL HOLDINGS LIMITED 92 PITTS BAY ROAD PEMBROKE, D0 HM 08	X		CEO, President & Deputy Chair

Signatures

Richard T. Gieryn, Jr., Attorney-in-Fact		10/20/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	On October 18, 2011, Dragon Holdings Trust exercised a warrant to purchase 1,293,855 shares of Common Stock of AXS for $10.36 per share. Dragon Holdings Trust paid the exercise price on a cashless basis, resulting in AXS' withholding of 513,183 of the warrant shares to satisfy the exercise price and issuing to Dragon Holdings Trust the remaining 780,672 shares of Common Stock of AXS.
(2)	On October 18, 2011, N.I.M.I.C. International Ltd. exercised a warrant to purchase 431,282 shares of Common Stock of AXS for $10.36 per share. N.I.M.I.C. International Ltd. paid the exercise price on a cashless basis, resulting in AXS' withholding of 171,060 of the warrant shares to satisfy the exercise price and issuing to N.I.M.I.C. International Ltd. the remaining 260,222 shares of Common Stock of AXS.
(3)	Mr. Charman disclaims beneficial ownership of the common shares held by the Dragon Holdings Trust.
(4)	Mr. Charman disclaims beneficial ownership of the common shares held by N.I.M.I.C. International Ltd.
(5)	Mr. Charman disclaims beneficial ownership of the common shares issuable upon exercise of the warrants held by the Dragon Holdings Trust.
(6)	Mr. Charman disclaims beneficial ownership of the common shares issuable upon exercise of the warrants held by N.I.M.I.C. International Ltd.

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