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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1. Name and Address of Reporting Person * Jodoin Richard E   2. Issuer Name and Ticker or Trading Symbol ALLIED WORLD ASSURANCE CO HOLDINGS LTD [AWH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) V. Chmn, AWAC(US) & AWNAC (Last) (First) (Middle) ALLIED WORLD ASSURANCE CO HOLDINGS, LTD, 27 RICHMOND ROAD 3. Date of Earliest Transaction (Month/Day/Year) 02/26/2009 (Street) PEMBROKE, BERMUDA, 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 02/26/2009   A   20,000 (1) A $ 0 48,838 (2) D   Common Shares 02/26/2009   F   6,477 (3) D $ 39.02 42,361 D   Common Shares 02/28/2009   F   636 (4) D $ 38.41 41,725 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Employee Stock Option (right to buy)

$ 39.02

02/26/2009

A

3,000

02/26/2010(5)

02/26/2019

Common Shares

3,000

$ 0

3,000

D

Restricted Stock Units

(6)

02/26/2009

A

4,000 (6)

(7)

(7)

Common Shares

2,000 (6)

$ 0

4,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Jodoin Richard E ALLIED WORLD ASSURANCE CO HOLDINGS, LTD 27 RICHMOND ROAD PEMBROKE, BERMUDA, D0 HM 08			V. Chmn, AWAC(US) & AWNAC

Signatures

/s/ Wesley D. Dupont, by Power of Attorney		03/02/2009
**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)	Represents the Company's Common Shares that were earned pursuant to a 2006 LTIP award for no monetary consideration and which vested at 150% of target based on the achievement of pre-established performance criteria during the applicable three-year performance period established under the Company's Amended and Restated Long-Term Incentive Plan.
(2)	Includes 47 Common Shares of the Company acquired on December 31, 2008 pursuant to the Company's 2008 Employee Share Purchase Plan.
(3)	Exclusively represents shares withheld by the Company with respect to the payment of withholding tax liability incurred upon the vesting of LTIP awards.
(4)	Exclusively represents shares withheld by the Company with respect to the payment of withholding tax liability incurred upon the vesting of Restricted Stock Units.
(5)	These securities vest in four equal annual installments with the first installment vesting on the date shown.
(6)	Grant of Restricted Stock Units for no monetary consideration. 4,000 Restricted Stock Units convert into (i) 2,000 Common Shares of the Company and (ii) cash equal to the market value of 2,000 Common Shares (measured at the date of vesting) upon the vesting of such Restricted Stock Units.
(7)	The Restricted Stock Units vest in four equal annual installments with the first installment vesting on February 26, 2010.

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