As filed with the Securities and Exchange Commission December 13, 1996

                                                 Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                    --------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                                 --------------

                            CHARTWELL RE CORPORATION
             (Exact name of registrant as specified in its charter)

                               Delaware 41-1652573
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                      Four Stamford Plaza, P. O. Box 120043
                        Stamford, Connecticut 06912-0043
              (Address of registrant's principal executive offices)
                               ------------------

                         CHARTWELL RE CORPORATION 401(k)
                               PROFIT SHARING PLAN
                            (Full title of the plan)

                               KATHLEEN M. CARROLL
                       Vice President and General Counsel
                            CHARTWELL RE CORPORATION
                      Four Stamford Plaza, P. O. Box 120043
                        Stamford, Connecticut 06912-0043
                     (Name and address of agent for service)
                                 (203) 705-2530
                     (Telephone number, including area code,
                          of agent for service) Copies
                                       to:
                             PETER R. O'FLINN, ESQ.
                     LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
                              125 West 55th Street
                            New York, New York 10019
                                 (212) 424-8000

                               ------------------

                         CALCULATION OF REGISTRATION FEE

  Title of                    Proposed maximum  Proposed maximum    Amount of 
securities to   Amount to be  offering price    aggregate offering  registration
be registered*  registered       per unit**        price**            fee
--------------------------------------------------------------------------------
Common Stock,   100,000 shares   $26.125           $2,612,500       $900.86
par value
$0.01 per share
================================================================================
*In addition,  pursuant to Rule 416(C) under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

**Determined on the basis of the average of the reported high and low sales
prices on December 9, 1996 in accordance with Rule  457(c) under the Securities
Act of 1933 solely for the purpose of calculating the registration fee pursuant
to Rule 457(h).
================================================================================



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents,  which have heretofore been filed by Chartwell
Re Corporation  (the "Company" or "Chartwell")  with the Commission  pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference in this Registration Statement:

         1.  The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.

         2. The Company's  Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.

         3.  The Company's Current Reports on Form 8-K dated October 18, 1996
and November 20, 1996.

         4. The description of the Company's  common stock,  par value $0.01 per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form S-1,  Registration  No.  333-678,  filed with the Commission on January 26,
1996, as amended on February 5, 1996,  February 29, 1996 and March 4, 1996,  and
as updated by  pertinent  information  furnished  in  subsequent  reports  filed
pursuant to Section 13 of the Exchange Act.

         An Annual Report on Form 11-K for the Chartwell Re  Corporation  401(k)
Profit  Sharing Plan (the "Plan") for its fiscal year ended December 31, 1995 is
being filed pursuant to Section 15(d) of the Exchange Act concurrently  with the
filing of this Registration Statement.

         All  documents  filed by the Company  and the Plan with the  Commission
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective  amendment that indicates that all securities offered
hereby have been sold or that deregisters all securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently  filed document which also is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

         The  Company  hereby  undertakes  to  provide  without  charge  to each
participant  in the Plan,  on the written or oral request of any such person,  a
copy of any or all of the documents  referred to above which have been or may be
incorporated in this Registration Statement by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
in such  documents).  Requests for such copies should be directed to Kathleen M.
Carroll,  Vice President and General  Counsel,  Chartwell Re  Corporation,  Four
Stamford Plaza, P. O. Box 120043,  Stamford,  Connecticut 06912-0043,  telephone
number: (203) 705-2530.


Item 4.  Description of Securities.

         Not applicable.

                                       -1-



<PAGE>



Item 5.  Interests of Named Experts and Counsel.

         The  financial  statements  and  schedules  of the  Company,  which are
incorporated herein by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995,  have been audited by Deloitte & Touche
LLP, independent public accountants,  as indicated in their reports with respect
thereto. Such financial statements and schedules are included herein in reliance
upon the authority of said firm as experts in accounting  and auditing in giving
said reports. Said firm is not employed by the Company on a contingent fee basis
and has no  ownership or other  interest in the Company or a  subsidiary  of the
Company.


Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
grants each corporation thereunder,  such as the Company, the power to indemnify
directors and officers under certain  circumstances.  The Company's  Amended and
Restated  By-Laws  (as  currently  in effect)  provide  for  indemnification  of
directors and officers to the fullest extent permitted by law.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides that under certain circumstances a corporation may indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  by  reason  of the fact  that he is or was a
director,  officer, employee or agent of the corporation or is or was serving at
its request in such  capacity in another  corporation  or business  association,
against expenses (including attorney's fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

         The Amended and Restated  By-Laws of the Company  provides that (I) the
Company  shall  indemnify  any person made, or threatened to be made, a party to
any action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
investigative,  by reason of the fact that he is or was a director or officer of
the  Company or is or was a director  or officer of the  Company  serving at its
request as a director, officer, employee or agent of another enterprise and (ii)
the  Company  shall pay the  expenses,  including  attorneys'  fees,  reasonably
incurred  by a director  or  officer in  connection  with such  action,  suit or
proceeding  if such director or officer acted in good faith and in a manner such
director  or officer  reasonably  believed  to be in or not  opposed to the best
interests  of  the  Company,  and,  with  respect  to  any  criminal  action  or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
Company shall pay such  expenses  incurred by a director or officer in defending
or investigating a threatened or pending action, suit or proceeding,  in advance
of the final  disposition of such action,  suit or proceeding upon receipt of an
undertaking  by or on behalf of such director or officer to repay such amount if
it is ultimately  determined  that the director or officer is not entitled to be
indemnified with respect to such amount by the Company. No indemnification shall
be made in respect of any claim,  issue or matter as to which such person  shall
have been  adjudged to be liable to the  Company,  unless and only to the extent
that the Court of Chancery of the State of Delaware,  or the court in which such
action or suit was brought,  shall determine upon application that,  despite the
adjudication  of liability,  but in view of all the  circumstances  of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.


                                       -2-



<PAGE>



         Policies  of  insurance  are  maintained   under  which  the  Company's
directors  and  officers  are  insured,  within the  limits  and  subject to the
limitations of the policies,  against  certain  expenses in connection  with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such  actions,  suits or  proceedings,  to which they are
parties by reason of being or having been such directors or officers.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

         Exhibit No.

         4(a)  Restated Certificate of Incorporation of the Company, as amended 
               (incorporated by reference to Exhibit 3.1 to the Company's
               Registration Statement on Form S-1(File No. 333-678))

         4(b)  Amended and Restated By-laws of the Company, as amended
               (incorporated by reference to Exhibit 3.2 to the Company's
               Registration Statement on Form S-1 File No. 333-678))

         4(c)  Chartwell Re Corporation 401(k) Profit Sharing Plan, as amended

         23    Consent of Deloitte & Touche LLP

         24    Powers of Attorney (see signature pages)

         The Company  undertakes  that it will submit or has  submitted the Plan
and any  amendment  thereto to the  Internal  Revenue  Service  (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code.


Item 9.  Undertakings.

         The Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                     (i) To include any prospectus required by Section 10(a)(3)
         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
         arising after the effective date of the Registration  Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate,  represent a fundamental  change in the  information set
         forth in the Registration Statement;


                                       -3-



<PAGE>



                   (iii) To include any material information with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  to  such   information   in  the
         Registration Statement;

provided,  however,  that  paragraphs  (1)(I)  and  (1)(ii)  do not apply if the
Registration  Statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities  Exchange Act of 1934 that are  incorporated  by reference in the
Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities  being registered that remain unsold at the termination of
the offering.

         (4)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933,  each filing of the Company's  annual report pursuant to
Section 13(a) or Section 15(d) of the Securities  Exchange Act of 1934 (and each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the Securities  Exchange Act of 1934) that is  incorporated  by reference in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Company  pursuant  to the  provisions  described  under  Item 6  above,  or
otherwise,  the Company has been advised  that in the opinion of the  Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed  in said Act and is,  therefore,  unenforceable.  In the event  that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  in  the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification by it is against public policy as expressed in said Act and will
be governed by the final adjudication of such issue.

                                       -4-



<PAGE>



                                   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  Stamford,  State  of Connecticut, on the 10th day
of December, 1996.


                                          CHARTWELL RE CORPORATION



                                          By: /s/ Richard E. Cole
                                              -----------------------
                                              Richard E. Cole
                                              Chairman of the Board of Directors
                                              Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each officer and director of
Chartwell Re Corporation whose signature  follows  constitutes and appoints each
of RICHARD E. COLE,  STEVEN J.  BENSINGER,  CHARLES E.  MEYERS and  KATHLEEN  M.
CARROLL as such person's true and lawful  attorney-in-fact  and agent, with full
power of substitution and  resubstitution,  for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) of and supplements to this  Registration
Statement on Form S-8,  and to file the same,  with all  exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto each such  attorney-in-fact  and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises to all intents and purposes and as fully as
such person might or could do in person,  hereby  ratifying and  confirming  all
that each such  attorney-in-fact and agent, or a substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

         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 date or dates indicated.

                                       -5-



<PAGE>



Signature                                                            Date
---------                                                            ----



/s/ Richard E. Cole                                           December 10, 1996
-------------------------------
Richard E. Cole
Chairman of the Board and CEO
(principal executive officer)



 /s/ Steven J. Bensinger                                      December 10, 1996
-------------------------------
Steven J. Bensinger
Director



/s/ Jacques Q. Bonneau                                        December 10, 1996
-------------------------------
Jacques Q. Bonneau
Director



/s/ David J. Callard                                          December 10, 1996
-------------------------------
David J. Callard
Director



/s/ Robert M. DeMichele                                       December 10, 1996
-------------------------------
Robert M. DeMichele
Director



/s/ Greg S. Feldman                                           December 10, 1996
-------------------------------
Greg S. Feldman
Director



/s/ Stephen L. Green                                          December 10, 1996
-------------------------------
Stephen L. Green
Director



/s/ Frank E. Grzelecki                                        December 10, 1996
-------------------------------
Frank E. Grzelecki
Director

                                       -6-



<PAGE>



Signature                                                            Date
---------                                                            ----



/s/ Charles E. Meyers                                         December 10, 1996
-------------------------------
Charles E. Meyers
Senior Vice President and
Chief Financial Officer
(principal financial officer)



/s/ William R. Miller                                         December 10, 1996
-------------------------------
William R. Miller
Director



/s/ Lunsford S. Richardson                                    December 10, 1996
-------------------------------
Lunsford Richardson, Jr.
Director



/s/ Richard B. Primerano                                      December 10, 1996
-------------------------------
Richard B. Primerano
Vice President and Controller
(principal accounting officer)



/s/ Stuart S. Richardson                                      December 10, 1996
-------------------------------
Stuart S. Richardson
Director



/s/ John Sagan                                                December 10, 1996
-------------------------------
John Sagan
Director



/s/ Bruce W. Schnitzer                                        December 10, 1996
-------------------------------
Bruce W. Schnitzer
Director

                                       -7-



<PAGE>


Signature                                                            Date
---------                                                            ----


/s/ Bryan Kellett                                             December 10, 1996
------------------------------
Bryan Kellett
Director


                                       -8-



<PAGE>



         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Chartwell  Re  Corporation  401(k)  Profit  Sharing  Plan has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Stamford,  State of Connecticut on this 10th 
day of December, 1996.


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that the Chartwell Re Corporation
401(k)  Profit  Sharing  Plan,  and  each  of the  undersigned  persons,  hereby
constitutes  and appoints  each of RICHARD E. COLE and STEVEN J.  BENSINGER,  as
its/his/her  true and  lawful  attorney-in-fact  and agent  with  full  power of
substitution and  resubstitution  for it/him/her and in its/his/her  name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective  amendments) of and supplements to this Registration Statement on
Form S-8 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each such  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises to all intents  and  purposes  and as fully as the said Plan itself and
each said person might or could do in person,  hereby  ratifying and  confirming
all that each such  attorney-in-fact  and agent, or a substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.


CHARTWELL RE CORPORATION
401(k) PROFIT SHARING PLAN


By:   /s/ Kathleen M. Carroll      )     Members of the Administration
      -----------------------------)     Committee for the Chartwell Re 
      Kathleen M. Carroll, Trustee )     Corporation 401(k) Profit Sharing Plan
                                   )     
                                   )
By:   /s/ Charles E. Meyers        )
      -----------------------------)
      Charles E. Meyers, Trustee   )
                                     

                               
                                       -9-



<PAGE>



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

Members of the Administration Committee for the Chartwell Re Corporation 401(k
Profit Sharing Plan:


Signature                                                             Date
---------                                                             ----



By:    /s/ Kathleen M. Carroll                                December 10, 1996
       ------------------------------
       Kathleen M. Carroll, Trustee



By:    /s/ Charles E. Meyers                                  December 10, 1996
       -------------------------------
       Charles E. Meyers, Trustee




                                      -10-



<PAGE>


                                  EXHIBIT INDEX

Exhibit
  No.                                                                Page No.

4(a)      Restated Certificate of Incorporation of the Company, as amended
          (incorporated by reference to Exhibit 3.1 to the Company's
          Registration Statement on Form S-1 (File No. 333-678))

4(b)      Amended and Restated By-laws of the Company, as amended (incorporated
          by reference to Exhibit 3.2 to the Company's Registration Statement on
          Form S-1 (File No. 333-678))

4(c)      Chartwell Re Corporation 401(k) Profit Sharing Plan, as amended

23        Consent of Deloitte & Touche LLP

24        Powers of Attorney (see signature pages)


                                      -11-
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{"company-data": {"conformed-name": "CHARTWELL RE CORP", "cik": "0000912047", "assigned-sic": "6321", "irs-number": "411652573", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17837", "film-number": "96680611"}, "business-address": {"street1": "FOUR STAMFORD PLAZA", "street2": "P.O. BOX 120043", "city": "STAMFORD", "state": "CT", "zip": "06912-0043", "phone": "(203) 705-2500"}, "mail-address": {"street1": "FOUR STAMFORD PLAZA", "street2": "P.O. BOX 120043", "city": "STAMFORD", "state": "CT", "zip": "06912-0043"}}
As filed with the Securities and Exchange Commission December 13, 1996

                                                 Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                    --------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                                 --------------

                            CHARTWELL RE CORPORATION
             (Exact name of registrant as specified in its charter)

                               Delaware 41-1652573
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                      Four Stamford Plaza, P. O. Box 120043
                        Stamford, Connecticut 06912-0043
              (Address of registrant's principal executive offices)
                               ------------------

                         CHARTWELL RE CORPORATION 401(k)
                               PROFIT SHARING PLAN
                            (Full title of the plan)

                               KATHLEEN M. CARROLL
                       Vice President and General Counsel
                            CHARTWELL RE CORPORATION
                      Four Stamford Plaza, P. O. Box 120043
                        Stamford, Connecticut 06912-0043
                     (Name and address of agent for service)
                                 (203) 705-2530
                     (Telephone number, including area code,
                          of agent for service) Copies
                                       to:
                             PETER R. O'FLINN, ESQ.
                     LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
                              125 West 55th Street
                            New York, New York 10019
                                 (212) 424-8000

                               ------------------

                         CALCULATION OF REGISTRATION FEE

  Title of                    Proposed maximum  Proposed maximum    Amount of 
securities to   Amount to be  offering price    aggregate offering  registration
be registered*  registered       per unit**        price**            fee
--------------------------------------------------------------------------------
Common Stock,   100,000 shares   $26.125           $2,612,500       $900.86
par value
$0.01 per share
================================================================================
*In addition,  pursuant to Rule 416(C) under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

**Determined on the basis of the average of the reported high and low sales
prices on December 9, 1996 in accordance with Rule  457(c) under the Securities
Act of 1933 solely for the purpose of calculating the registration fee pursuant
to Rule 457(h).
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents,  which have heretofore been filed by Chartwell
Re Corporation  (the "Company" or "Chartwell")  with the Commission  pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference in this Registration Statement:

         1.  The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.

         2. The Company's  Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.

         3.  The Company's Current Reports on Form 8-K dated October 18, 1996
and November 20, 1996.

         4. The description of the Company's  common stock,  par value $0.01 per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form S-1,  Registration  No.  333-678,  filed with the Commission on January 26,
1996, as amended on February 5, 1996,  February 29, 1996 and March 4, 1996,  and
as updated by  pertinent  information  furnished  in  subsequent  reports  filed
pursuant to Section 13 of the Exchange Act.

         An Annual Report on Form 11-K for the Chartwell Re  Corporation  401(k)
Profit  Sharing Plan (the "Plan") for its fiscal year ended December 31, 1995 is
being filed pursuant to Section 15(d) of the Exchange Act concurrently  with the
filing of this Registration Statement.

         All  documents  filed by the Company  and the Plan with the  Commission
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective  amendment that indicates that all securities offered
hereby have been sold or that deregisters all securities then remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration Statement to the extent that a statement contained herein or in any
other  subsequently  filed document which also is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

         The  Company  hereby  undertakes  to  provide  without  charge  to each
participant  in the Plan,  on the written or oral request of any such person,  a
copy of any or all of the documents  referred to above which have been or may be
incorporated in this Registration Statement by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
in such  documents).  Requests for such copies should be directed to Kathleen M.
Carroll,  Vice President and General  Counsel,  Chartwell Re  Corporation,  Four
Stamford Plaza, P. O. Box 120043,  Stamford,  Connecticut 06912-0043,  telephone
number: (203) 705-2530.

Item 4.  Description of Securities.

         Not applicable.

                                       -1-
Item 5.  Interests of Named Experts and Counsel.

         The  financial  statements  and  schedules  of the  Company,  which are
incorporated herein by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995,  have been audited by Deloitte & Touche
LLP, independent public accountants,  as indicated in their reports with respect
thereto. Such financial statements and schedules are included herein in reliance
upon the authority of said firm as experts in accounting  and auditing in giving
said reports. Said firm is not employed by the Company on a contingent fee basis
and has no  ownership or other  interest in the Company or a  subsidiary  of the
Company.

Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
grants each corporation thereunder,  such as the Company, the power to indemnify
directors and officers under certain  circumstances.  The Company's  Amended and
Restated  By-Laws  (as  currently  in effect)  provide  for  indemnification  of
directors and officers to the fullest extent permitted by law.

         Section  145 of the  General  Corporation  Law of the State of Delaware
provides that under certain circumstances a corporation may indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  by  reason  of the fact  that he is or was a
director,  officer, employee or agent of the corporation or is or was serving at
its request in such  capacity in another  corporation  or business  association,
against expenses (including attorney's fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

         The Amended and Restated  By-Laws of the Company  provides that (I) the
Company  shall  indemnify  any person made, or threatened to be made, a party to
any action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
investigative,  by reason of the fact that he is or was a director or officer of
the  Company or is or was a director  or officer of the  Company  serving at its
request as a director, officer, employee or agent of another enterprise and (ii)
the  Company  shall pay the  expenses,  including  attorneys'  fees,  reasonably
incurred  by a director  or  officer in  connection  with such  action,  suit or
proceeding  if such director or officer acted in good faith and in a manner such
director  or officer  reasonably  believed  to be in or not  opposed to the best
interests  of  the  Company,  and,  with  respect  to  any  criminal  action  or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
Company shall pay such  expenses  incurred by a director or officer in defending
or investigating a threatened or pending action, suit or proceeding,  in advance
of the final  disposition of such action,  suit or proceeding upon receipt of an
undertaking  by or on behalf of such director or officer to repay such amount if
it is ultimately  determined  that the director or officer is not entitled to be
indemnified with respect to such amount by the Company. No indemnification shall
be made in respect of any claim,  issue or matter as to which such person  shall
have been  adjudged to be liable to the  Company,  unless and only to the extent
that the Court of Chancery of the State of Delaware,  or the court in which such
action or suit was brought,  shall determine upon application that,  despite the
adjudication  of liability,  but in view of all the  circumstances  of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

                                       -2-
Policies  of  insurance  are  maintained   under  which  the  Company's
directors  and  officers  are  insured,  within the  limits  and  subject to the
limitations of the policies,  against  certain  expenses in connection  with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such  actions,  suits or  proceedings,  to which they are
parties by reason of being or having been such directors or officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.

         4(a)  Restated Certificate of Incorporation of the Company, as amended 
               (incorporated by reference to Exhibit 3.1 to the Company's
               Registration Statement on Form S-1(File No. 333-678))

         4(b)  Amended and Restated By-laws of the Company, as amended
               (incorporated by reference to Exhibit 3.2 to the Company's
               Registration Statement on Form S-1 File No. 333-678))

         4(c)  Chartwell Re Corporation 401(k) Profit Sharing Plan, as amended

         23    Consent of Deloitte & Touche LLP

         24    Powers of Attorney (see signature pages)

         The Company  undertakes  that it will submit or has  submitted the Plan
and any  amendment  thereto to the  Internal  Revenue  Service  (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code.

Item 9.  Undertakings.

         The Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                     (i) To include any prospectus required by Section 10(a)(3)
         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
         arising after the effective date of the Registration  Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate,  represent a fundamental  change in the  information set
         forth in the Registration Statement;

                                       -3-
(iii) To include any material information with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  to  such   information   in  the
         Registration Statement;

provided,  however,  that  paragraphs  (1)(I)  and  (1)(ii)  do not apply if the
Registration  Statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities  Exchange Act of 1934 that are  incorporated  by reference in the
Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities  being registered that remain unsold at the termination of
the offering.

         (4)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933,  each filing of the Company's  annual report pursuant to
Section 13(a) or Section 15(d) of the Securities  Exchange Act of 1934 (and each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the Securities  Exchange Act of 1934) that is  incorporated  by reference in the
Registration  Statement  shall  be  deemed  to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Company  pursuant  to the  provisions  described  under  Item 6  above,  or
otherwise,  the Company has been advised  that in the opinion of the  Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed  in said Act and is,  therefore,  unenforceable.  In the event  that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  in  the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification by it is against public policy as expressed in said Act and will
be governed by the final adjudication of such issue.

                                       -4-
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  Stamford,  State  of Connecticut, on the 10th day
of December, 1996.

                                          CHARTWELL RE CORPORATION

                                          By: /s/ Richard E. Cole
                                              -----------------------
                                              Richard E. Cole
                                              Chairman of the Board of Directors
                                              Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each officer and director of
Chartwell Re Corporation whose signature  follows  constitutes and appoints each
of RICHARD E. COLE,  STEVEN J.  BENSINGER,  CHARLES E.  MEYERS and  KATHLEEN  M.
CARROLL as such person's true and lawful  attorney-in-fact  and agent, with full
power of substitution and  resubstitution,  for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) of and supplements to this  Registration
Statement on Form S-8,  and to file the same,  with all  exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto each such  attorney-in-fact  and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises to all intents and purposes and as fully as
such person might or could do in person,  hereby  ratifying and  confirming  all
that each such  attorney-in-fact and agent, or a substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

         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 date or dates indicated.

                                       -5-
Signature                                                            Date
---------                                                            ----

/s/ Richard E. Cole                                           December 10, 1996
-------------------------------
Richard E. Cole
Chairman of the Board and CEO
(principal executive officer)

 /s/ Steven J. Bensinger                                      December 10, 1996
-------------------------------
Steven J. Bensinger
Director

/s/ Jacques Q. Bonneau                                        December 10, 1996
-------------------------------
Jacques Q. Bonneau
Director

/s/ David J. Callard                                          December 10, 1996
-------------------------------
David J. Callard
Director

/s/ Robert M. DeMichele                                       December 10, 1996
-------------------------------
Robert M. DeMichele
Director

/s/ Greg S. Feldman                                           December 10, 1996
-------------------------------
Greg S. Feldman
Director

/s/ Stephen L. Green                                          December 10, 1996
-------------------------------
Stephen L. Green
Director

/s/ Frank E. Grzelecki                                        December 10, 1996
-------------------------------
Frank E. Grzelecki
Director

                                       -6-
Signature                                                            Date
---------                                                            ----

/s/ Charles E. Meyers                                         December 10, 1996
-------------------------------
Charles E. Meyers
Senior Vice President and
Chief Financial Officer
(principal financial officer)

/s/ William R. Miller                                         December 10, 1996
-------------------------------
William R. Miller
Director

/s/ Lunsford S. Richardson                                    December 10, 1996
-------------------------------
Lunsford Richardson, Jr.
Director

/s/ Richard B. Primerano                                      December 10, 1996
-------------------------------
Richard B. Primerano
Vice President and Controller
(principal accounting officer)

/s/ Stuart S. Richardson                                      December 10, 1996
-------------------------------
Stuart S. Richardson
Director

/s/ John Sagan                                                December 10, 1996
-------------------------------
John Sagan
Director

/s/ Bruce W. Schnitzer                                        December 10, 1996
-------------------------------
Bruce W. Schnitzer
Director

                                       -7-
Signature                                                            Date
---------                                                            ----

/s/ Bryan Kellett                                             December 10, 1996
------------------------------
Bryan Kellett
Director

                                       -8-
Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Chartwell  Re  Corporation  401(k)  Profit  Sharing  Plan has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Stamford,  State of Connecticut on this 10th 
day of December, 1996.

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that the Chartwell Re Corporation
401(k)  Profit  Sharing  Plan,  and  each  of the  undersigned  persons,  hereby
constitutes  and appoints  each of RICHARD E. COLE and STEVEN J.  BENSINGER,  as
its/his/her  true and  lawful  attorney-in-fact  and agent  with  full  power of
substitution and  resubstitution  for it/him/her and in its/his/her  name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective  amendments) of and supplements to this Registration Statement on
Form S-8 and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each such  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises to all intents  and  purposes  and as fully as the said Plan itself and
each said person might or could do in person,  hereby  ratifying and  confirming
all that each such  attorney-in-fact  and agent, or a substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

CHARTWELL RE CORPORATION
401(k) PROFIT SHARING PLAN

By:   /s/ Kathleen M. Carroll      )     Members of the Administration
      -----------------------------)     Committee for the Chartwell Re 
      Kathleen M. Carroll, Trustee )     Corporation 401(k) Profit Sharing Plan
                                   )     
                                   )
By:   /s/ Charles E. Meyers        )
      -----------------------------)
      Charles E. Meyers, Trustee   )
                                     

                               
                                       -9-
Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

Members of the Administration Committee for the Chartwell Re Corporation 401(k
Profit Sharing Plan:

Signature                                                             Date
---------                                                             ----

By:    /s/ Kathleen M. Carroll                                December 10, 1996
       ------------------------------
       Kathleen M. Carroll, Trustee

By:    /s/ Charles E. Meyers                                  December 10, 1996
       -------------------------------
       Charles E. Meyers, Trustee

                                      -10-
EXHIBIT INDEX

Exhibit
  No.                                                                Page No.

4(a)      Restated Certificate of Incorporation of the Company, as amended
          (incorporated by reference to Exhibit 3.1 to the Company's
          Registration Statement on Form S-1 (File No. 333-678))

4(b)      Amended and Restated By-laws of the Company, as amended (incorporated
          by reference to Exhibit 3.2 to the Company's Registration Statement on
          Form S-1 (File No. 333-678))

4(c)      Chartwell Re Corporation 401(k) Profit Sharing Plan, as amended

23        Consent of Deloitte & Touche LLP

24        Powers of Attorney (see signature pages)

                                      -11-