~~UNITED~~ ~~STATESSECURITIES~~ UNITED ~~AND~~STATES ~~EXCHANGE~~SECURITIES ~~COMMISSIONWashington~~AND ~~D.C.,~~EXCHANGE ~~20549~~ COMMISSION

~~Form~~ ~~8-K~~ WASHINGTON, D.C. 20549

~~Current ReportPursuant to Section 13 or~~ ~~15(d)~~ FORM of8-K ~~the Securities Exchange Act of 1934~~

~~Date of~~ ~~report~~ Current ~~(Date~~Report ofPursuant to ~~Earliest~~Section ~~Event~~13 ~~Reported~~or 15(d): of ~~January~~the ~~26,~~Securities Exchange Act of 1934 ~~2007~~

~~Quanta~~ Date ~~Capital~~of ~~Holdings~~report ~~Ltd.~~ (~~Exact~~Date ~~Name~~ of ~~Registrant~~ asearliest ~~Specified~~event inreported): June ~~its~~7, ~~Charter)~~2007

~~Commission~~ ~~File~~ Quanta ~~Number:~~Capital Holdings Ltd. ~~000-50885~~

~~Bermuda N/A~~ (~~State~~Exact orName ~~Other~~of ~~Jurisdictionof~~Registrant ~~Incorporation~~as orSpecified ~~Organization)~~in ~~(I.R.S. Employer Identification No.~~its Charter)

~~1 Victoria Street, Second~~ ~~FloorHamilton HM 11Bermuda(Address of Principal~~ Bermuda ~~Executive Offices, Including Zip Code)~~

~~441-294-6350(Registrant’s~~ ~~Telephone~~ (State ~~Number,~~or ~~Including~~Other ~~Area~~Jurisdiction ~~Code~~of Incorporation or Organization)


000-50885 (Commission File Number)		N/A (I.R.S. Employer Identification No.)

1 Victoria Street, Second Floor Hamilton HM 11 Bermuda (Address of Principal Executive Offices)		N/A (Zip Code)

441-294-6350
(Registrant’s Telephone Number, Including Area Code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On ~~January 26~~June 7, 2007, the Compensation Committee of the Board of Directors ~~(the~~ ~~‘‘Compensation Committee’’)~~ of Quanta Capital Holdings Ltd. (the ‘‘“Company’’”) ~~adopted~~ approved the ~~2007~~award ~~Long~~of a ~~Term~~bonus ~~Incentive Plan (the ‘‘2007~~of ~~LTIP’’)~~ $425,000 ~~which provides for cash payments~~ to ~~specified employees~~James ofJ. ~~the Company and its subsidiaries~~Ritchie, ~~including~~ the Company’s ~~Chief~~ Executive ~~Officer~~Chairman and ~~Chief~~a ~~Financial Officer~~bonus ~~(the ‘‘Covered Officers’’) based on the achievement~~ of ~~certain targets. In 2010~~$400,000 ~~participants (including Covered Officers) will be entitled~~ to ~~receive~~Jonathan ~~payouts~~J.R. ~~under the 2007 LTIP if certain targets (based on the sum of common stock dividends paid by the Company prior to December 31~~Dodd, ~~2009~~ ~~and~~ the ~~total~~ ~~market value of the~~ Company)’s ~~are met during the three year period ending on December 31, 2009. The target payout of the~~ Chief ~~Executive Officer and the Chief~~ Financial ~~Officer are 100%~~ ~~and 90% of their respective aggregate salaries for 2007, 2008 and 2009~~ Officer.

~~Under~~Item the 2007 LTIP, if the services of any participant (including the Covered Officers) are voluntarily terminated (other than by retirement) or terminated for cause prior to December 31, 2009 the entire award will be forfeited by that participant5.03 IfAmendments ~~the services of any participant (including the Covered Officers) are involuntarily terminated without cause, then the participant will receive a pro-rata portion of the total amount available~~ to ~~participants~~Articles ~~under the 2007 LTIP. In the event specified change~~ of ~~control~~Incorporation ~~events~~or ~~are~~Bylaws; ~~completed~~Change ~~prior to 2010, participants will become immediately vested~~ in ~~their~~Fiscal payouts under the 2007 LTIP and will receive an award based on the share price received by the shareholders of the Company in the change of control transaction plus dividends previously paid to the shareholdersYear.

On June 7, 2007, at the Company’s annual general meeting, the shareholders of the Company approved an amendment to the Company’s bye-laws to make the Company eligible for a direct registration program, which is operated by a securities depository, in compliance with recently adopted rules of the NASDAQ Stock Market LLC (the “Amendment”). The Amendment replaces the first two sentences of bye-law 61(1), which now reads in its entirety as follows:

“Shares may be transferred either by an instrument of transfer in the form of Form “C” in the Schedule hereto (or as near thereto as circumstances admit) or in such other common form as the Board may accept or by such electronic means as may be consistent with the rules or regulations of any exchange or quotation system on which shares are listed or quoted provided that shares may only be transferred without a written instrument if transferred by an appointed agent or otherwise in accordance with the Act. Any physical instrument of transfer shall be signed by or on behalf of the transferor and transferee provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone.”

Signatures

Pursuant to the Requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized.

	QUANTA CAPITAL HOLDINGS LTD.	~~QUANTA CAPITAL HOLDINGS LTD.~~
Date: January 30, 2007		By: /s/ Peter D. Johnson
Date: June 8, 2007	By:	/s/ Peter D. Johnson
		Name: Peter D. Johnson Title: President and Chief Executive Officer

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