Castlepoint Holdings, Ltd. - Securities Registration: Employee Benefit Plan (S-8)

As filed with the Securities and Exchange Commission on December 5, 2007

Registration No. 333-

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

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CASTLEPOINT HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)

 Bermuda N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

 Victoria Hall
 11 Victoria Street
 Hamilton HM 11
 Bermuda
 (441) 294-6409
 (Address of Principal Executive offices, including Zip Code)

CastlePoint Holdings, Ltd. 2006 Long-Term Equity Compensation Plan
(Full Title of the Plan)

CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 590-9330
(Name, Address, including Zip Code, and Telephone Number, including Area Code,
of Agent for Service)

Copy to:
Roger A. Brown

CastlePoint Management Corp.
120 Broadway
New York, New York 10271
(212) 847-9461

CALCULATION OF REGISTRATION FEE

 Proposed Proposed
 maximum maximum
 Amount to offering aggregate Amount of
 Title of securities to be be price offering registration
 registered registered per share price fee
 (1)
------------------------------- ----------- ------------ ---------- -------------
 Common Shares, par value 1,000,000(2) $11.76(3) $11,760,000(3)$361.03
 $0.01 per share

(1) Pursuant to Rule 416, this Registration Statement shall also cover any additional shares of the Registrant's Common Shares that become issuable under the plan by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2) Represents additional shares issuable under the CastlePoint Holdings, Ltd.
2006 Long-Term Equity Compensation Plan.

(3) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rule 457(h) under the Securities Act of 1933, as amended, computed based upon the average of the high ($11.84) and low ($11.67) selling prices per share of the Registrant's Common Shares on December 4, 2007 on the Nasdaq Global Market.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed pursuant to General Instruction E of Form S-8 to register 1,000,000 Common Shares, par value of $0.01, of the Registrant, under the CastlePoint Holdings, Ltd. 2006 Long-Term Equity Compensation Plan (the "Plan") and incorporates by reference the contents of the Registration Statement on Form S-8 related to the Plan and previously filed by the Registrant (File No. 333-141559) on March 23, 2007. The current registration of 1,735,021 Common Shares will increase the number of Shares registered under the Plan to 2,735,021 Common Shares.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

The following is a list of exhibits filed as part of this Registration Statement, which are incorporated herein.

4.1 Memorandum of Association of the Company (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (File No. 333-134628) filed on June 1, 2006)

4.2 Amended and Restated Bye-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (File No. 333-134628) filed on June 1, 2006)

4.3 Form of Common Share Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant's Registration Statement on Form S-1
(File No. 333-134628) filed on September 25, 2006)

4.4 CastlePoint Holdings, Ltd. 2006 Long-Term Equity Compensation Plan (incorporated by reference to Exhibit 10.4 to the Registrant's Registration Statement on Form S-1 (File No. 333-134628) filed on June 1, 2006)

4.5 Amendment No. 1 to CastlePoint Holdings, Ltd. 2006 Long-Term Equity Compensation Plan (filed herewith)

4.6 Form of Stock Option Agreement for Executive Employee Recipients of Options under 2006 Long-Term Equity Compensation Plan (incorporated by reference to Exhibit 10.5 to the Registrant's Registration Statement on Form S-1 (File No. 333-134628) filed on June 1, 2006)

4.7 Form of Stock Option Agreement for Non-Employee Director Recipients of Options under 2006 Long-Term Equity Compensation Plan (incorporated by reference to Exhibit 10.6 to the Registrant's Registration Statement on Form S-1 (File No. 333-134628) filed on June 1, 2006)

5.1 Opinion of Conyers Dill & Pearman

23.1 Consent of PricewaterhouseCoopers (Bermuda)

23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5.1)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on this xx day of November, 2007.

CastlePoint Holdings, Ltd.

By: /s/ MICHAEL H. LEE
 ------------------
 Michael H. Lee
 Chairman of the Board and
 Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 Signature Title Date

 Chairman of the Board, Chief
 /s/ MICHAEL H. LEE Executive Officer and Director December 4, 2007
------------------------------ (Principal Executive Officer)
 Michael H. Lee

 Senior Vice President, and
 /s/ JOEL S. WEINER Chief Financial Officer December 4, 2007
------------------------------ (Principal Financial Officer)
 Joel S. Weiner

 Senior Vice President and
 /s/ RICHARD M. BARROW Chief Accounting Officer December 4, 2007
------------------------------ (Principal Accounting Officer)
 Richard M. Barrow

 /s/ GREGORY T. DOYLE President and Director December 4, 2007
------------------------------
 Gregory T. Doyle

 /s/ WILLIAM A. ROBBIE Director December 4, 2007
------------------------------
 William A. Robbie

 /s/ ROBERT S. SMITH Director December 4, 2007
------------------------------
 Robert S. Smith

 /s/ JAN R.VAN GORDER Director December 4, 2007
------------------------------
 Jan R.Van Gorder

 /s/ MICHAEL H. LEE Authorized Representative in the December 4, 2007
------------------------------ United States
 Michael H. Lee

EXHIBIT INDEX

Exhibit
Number Exhibit Description

 4.1 Memorandum of Association of the Company (incorporated by
 reference to Exhibit 3.1 to the Registrant's Registration
 Statement on Form S-1 (File No. 333-134628) filed on June 1,
 2006)

 4.2 Amended and Restated Bye-Laws of the Company (incorporated by
 reference to Exhibit 3.2 to the Registrant's Registration
 Statement on Form S-1 (File No. 333-134628) filed on June 1,
 2006)

 4.3 Form of Common Share Certificate (incorporated by reference to
 Exhibit 4.1 to Amendment No. 1 to the Registrant's Registration
 Statement on Form S-1 (File No. 333-134628) filed on September
 25, 2006)

 4.4 CastlePoint Holdings, Ltd. 2006 Long-Term Equity Compensation
 Plan (incorporated by reference to Exhibit 10.4 to the
 Registrant's Registration Statement on Form S-1 (File No.
 333-134628) filed on June 1, 2006)

 4.5 Amendment No. 1 to CastlePoint Holdings, Ltd. 2006 Long-Term
 Equity Compensation Plan (filed herewith)

 4.6 Form of Stock Option Agreement for Executive Employee Recipients
 of Options under 2006 Long-Term Equity Compensation Plan
 (incorporated by reference to Exhibit 10.5 to the Registrant's
 Registration Statement on Form S-1 (File No. 333-134628) filed on
 June 1, 2006)

 4.7 Form of Stock Option Agreement for Non-Employee Director
 Recipients of Options under 2006 Long-Term Equity Compensation
 Plan (incorporated by reference to Exhibit 10.6 to the
 Registrant's Registration Statement on Form S-1 (File No.
 333-134628) filed on June 1, 2006)

 5.1 Opinion of Conyers Dill & Pearman

23.1 Consent of PricewaterhouseCoopers (Bermuda)

23.2 Consent of Conyers Dill & Pearman (included in Exhibit 5.1)

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