On February 11, 2013, AXIS Capital Holdings Limited (the "Company") entered into an underwriting agreement (the "Underwriting Agreement) with UBS Securities LLC and the selling shareholders listed on Schedule I thereto (the "Selling Shareholders") with respect to a registered underwritten public offering of 2,736,223 common shares, par value $0.0125, of the Company (the "Common Shares"), at a public offering price of $39.25 per share, to be sold by the Selling Shareholders. The sale of the Common Shares by the Selling Shareholders was made pursuant to the Company's Registration Statement on Form S-3 (File No. 333-165548). The sale of the Common Shares by the Selling Shareholders was completed on February 14, 2013. The Company did not receive any proceeds from the sale of the Common Shares by the Selling Shareholders.

In connection with the secondary offering of Common Shares by the Selling Shareholders, the following exhibits are filed herewith and are incorporated by reference herein: (i) the Underwriting Agreement (Exhibit 1.1 to this Current Report on Form 8-K), (ii) the opinion of counsel with respect to the validity of the Common Shares sold in the secondary offering (Exhibit 5.1 to this Current Report on Form 8-K) and (iii) the press release announcing pricing of the secondary offering of Common Shares by the Selling Shareholders.

In addition, as previously announced, on February 6, 2013, the Company agreed to purchase an aggregate of 3,000,000 Common Shares from the Selling Shareholders at a purchase price of $38.70 per share, for a total purchase price of $116.1 million. The transaction closed on February 14, 2013. After the closing of the secondary offering of Common Shares by the Selling Shareholders and the purchase of 3,000,000 Common Shares by the Company from the Selling Shareholders, the Selling Shareholders no longer own any of the Company's Common Shares.

(d) Exhibits

Exhibit
Number       Description

1.1          Underwriting Agreement, dated February 11, 2013, among AXIS Capital
             Holdings Limited, UBS Securities LLC and the selling shareholders
             listed on Schedule I thereto.

5.1          Opinion of Conyers Dill & Pearman Limited.

23.1         Consent of Conyers Dill & Pearman Limited (included as part of Exhibit
             5.1).

99.1         Press release dated February 11, 2013.