As filed with the Securities and Exchange Commission on August 17, 1998

                                                  Registration No. 333-_______


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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                    (IRS Employer
     incorporation or organization)                   Identification No.)

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

                            CHARTWELL RE CORPORATION
                              Sharesave Scheme 1997
                            -----------------------
                            (Full title of the plan)

                                 JOHN V. DEL COL
                  Vice President, General Counsel and Secretary
                            CHARTWELL RE CORPORATION
                      Four Stamford Plaza, P. O. Box 120043
                        Stamford, Connecticut 06912-0043
                     (Name and address of agent for service)
                                 (203) 705-2500
          (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
 Securities        Amount   Proposed Maximum  Proposed Maximum      Amount of
   to be           to be     offering price   Aggregate Offering   Registration
 Registered      Registered   per share (1)       price (1)           Fee
---------------- ---------- ----------------  ------------------ ---------------
Common Stock, par
value $0.01 per
share(including
the associated      200,000(3)   $28.1875        $5,637,500        $1,943.97
Common Stock
Purchase Rights) (2)
--------------------------------------------------------------------------------

(1)  In  accordance  with Rule  457(c)  under  the  Securities  Act of 1933,  as
     amended,  solely  for the  purpose  of  calculating  the  registration  fee
     pursuant to Rule 457(h),  the maximum  offering price per share is based on
     the average of the high and low sales prices for a share of Common Stock on
     the Composite Tape for the New York Stock Exchange on August 13, 1998.
(2)  Prior to the occurrence of certain events, the Common Stock Purchase Rights
     will not be evidenced separately from the Common Stock.
(3)  Pursuant to Rule 416, this Registration Statement also covers such
     indeterminable  number  of  additional  shares  of  Common  Stock as may be
     issuable  pursuant  to the  antidilution  provisions  of the  Chartwell  Re
     Corporation Sharesave Scheme 1997.
--------------------------------------------------------------------------------
<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 Securities and Exchange
Commission (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, 1997

         2. The  Company's  Quarterly Report on Form 10-Q for the quarters ended
            March 31, 1998 and June 30, 1998.

         3. 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.

         4. The  description of the Common Stock Purchase  Rights of the Company
            contained in the Company's Registration Statement on Form 8-A, dated
            June 6, 1997,  filed pursuant to Section 12 (b) of the Exchange Act,
            including  any amendment or report filed for the purpose of updating
            such information.

         All  documents  filed by the Company  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.

Item 5.  Interests of Named Experts and Counsel.

         John V.  Del  Col,  Esq.,  whose  legal  opinion  with  respect  to the
securities  registered hereunder is filed as Exhibit 5 hereto, is an employee of
the Company and may participate in certain of the Company's stock benefit plans.

Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "DGCL") 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.

                                       2
<PAGE>

         Section 145 of the DGCL  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  provide 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.

         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 8.  Exhibits.

         4.1          Restated  Certificate of Incorporation of the Company,  as
                      amended  (incorporated by reference to Exhibit 4(a) to the
                      Company's Registration Statement on Form S-8 (File No.
                      333-36441)).

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

         4.3          Rights  Agreement,  dated as of May 22, 1997,  between the
                      Company and Fleet  National Bank of  Connecticut as Rights
                      Agent  (incorporated  by  reference  to Exhibit 4.1 to the
                      Company's Current Report on Form 8-K, dated June 6, 1997).

         4.4          Amendment Agreement,  dated June 16, 1997 among Chartwell,
                      Fleet National Bank of  Connecticut  and State Street Bank
                      and Trust Company, as Successor Rights Agent.

                                       3
<PAGE>

         5            Opinion of John V. Del Col, Esq.

         23.1         Consent of John V. Del Col, Esq. (included in Exhibit 5)

         23.2         Consent of Deloitte & Touche LLP

         24           Power of Attorney (see signature pages)

Item 9.  Undertakings.

         The Company hereby undertakes:

         (a)(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, as amended (the "Securities Act");

                   (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.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price  represent no more than a 20 percent change
         in the maximum  aggregate  offering price set forth in the "Calculation
         of Registration Fee" table in the effective registration statement;

                  (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 (a) (1)(i) and (a) (1)(ii) do not apply if
the  Registration  Statement  is on  Form  S-3,  Form  S-8 or  Form  F-3 and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities  and  Exchange  Commission  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, 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, 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,  where
applicable,  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

                                       4
<PAGE>

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 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 the 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 the Act and will be governed by the final adjudication of
such issue.


                                       5
<PAGE>

                                   SIGNATURES


         The Registrant.  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 17th day
of August, 1998.


                                          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 JOHN V. DEL COL
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.



                                       6
<PAGE>



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



/s/ Richard E. Cole                                          July 31, 1998
------------------------------
Richard E. Cole
Chairman of the Board and CEO
(principal executive officer)




/s/ Steven J. Bensinger                                      July 31, 1998
------------------------------
Steven J. Bensinger
Director



/s/ Jacques Q. Bonneau                                       July 31, 1998
------------------------------
Jacques Q. Bonneau
Director



/s/ David J. Callard                                         July 31, 1998
------------------------------
David J. Callard
Director



/s/ Robert M. DeMichele                                      July 31, 1998
------------------------------
Robert M. DeMichele
Director



/s/ Greg S. Feldman                                          July 31, 1998
------------------------------
Greg S. Feldman
Director



/s/ Stephen L. Green                                         July 31, 1998
------------------------------
Stephen L. Green
Director



/s/ Frank E. Grzelecki                                       July 31, 1998
------------------------------
Frank E. Grzelecki
Director



                                       7
<PAGE>



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



/s/Charles E. Meyers                                         July 31, 1998
------------------------------
Charles E. Meyers
Senior Vice President and
Chief Financial Officer
(principal financial officer)



/s/ Willliam R. Miller                                       July 31, 1998
------------------------------
William R. Miller
Director



/s/ Lunsford Richardson, Jr.                                 July 31, 1998
------------------------------
Lunsford Richardson, Jr.
Director



/s/ Richard B. Primerano                                     July 31, 1998
-------------------------------
Richard B. Primerano
Vice President and Controller
(principal accounting officer)



/s/ Stuart S. Richardson                                     July 31, 1998
-------------------------------
Stuart S. Richardson
Director



/s/ John Sagan                                               July 31, 1998
-------------------------------
John Sagan
Director




                                       8
<PAGE>

                                  EXHIBIT INDEX


Exhibit
No.                                                                     Page No.

4.1   Restated   Certificate  of  Incorporation  of  the  Company,   as  amended
      (incorporated  by reference to Exhibit 4(a) to the Company's  Registration
      Statement on Form S-8 (File No. 333-36441)).

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

4.3   Rights Agreement,  dated as of May 22, 1997, between the Company and Fleet
      National Bank of Connecticut as Rights Agent (incorporated by reference to
      Exhibit 4.1 to the  Company's  Current  Report on Form 8-K,  dated June 6,
      1997).

4.4   Amendment Agreement,  dated June 16, 1997 among Chartwell,  Fleet National
      Bank of Connecticut and State Street Bank and Trust Company,  as Successor
      Rights Agent.

5     Opinion of John V. Del Col, Esq.

23.1  Consent of John V. Del Col, Esq. (included in Exhibit 5)

23.2  Consent of Deloitte & Touche LLP

24    Power of Attorney (see signature pages)




                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 22794}]
{"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": "333-61605", "film-number": "98692537"}, "business-address": {"street1": "FOUR STAMFORD PLAZA", "street2": "P.O. BOX 120043", "city": "STAMFORD", "state": "CT", "zip": "06912-0043", "phone": "2039617364"}, "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 on August 17, 1998

                                                  Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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                    (IRS Employer
     incorporation or organization)                   Identification No.)

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

                            CHARTWELL RE CORPORATION
                              Sharesave Scheme 1997
                            -----------------------
                            (Full title of the plan)

                                 JOHN V. DEL COL
                  Vice President, General Counsel and Secretary
                            CHARTWELL RE CORPORATION
                      Four Stamford Plaza, P. O. Box 120043
                        Stamford, Connecticut 06912-0043
                     (Name and address of agent for service)
                                 (203) 705-2500
          (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
 Securities        Amount   Proposed Maximum  Proposed Maximum      Amount of
   to be           to be     offering price   Aggregate Offering   Registration
 Registered      Registered   per share (1)       price (1)           Fee
---------------- ---------- ----------------  ------------------ ---------------
Common Stock, par
value $0.01 per
share(including
the associated      200,000(3)   $28.1875        $5,637,500        $1,943.97
Common Stock
Purchase Rights) (2)
--------------------------------------------------------------------------------

(1)  In  accordance  with Rule  457(c)  under  the  Securities  Act of 1933,  as
     amended,  solely  for the  purpose  of  calculating  the  registration  fee
     pursuant to Rule 457(h),  the maximum  offering price per share is based on
     the average of the high and low sales prices for a share of Common Stock on
     the Composite Tape for the New York Stock Exchange on August 13, 1998.
(2)  Prior to the occurrence of certain events, the Common Stock Purchase Rights
     will not be evidenced separately from the Common Stock.
(3)  Pursuant to Rule 416, this Registration Statement also covers such
     indeterminable  number  of  additional  shares  of  Common  Stock as may be
     issuable  pursuant  to the  antidilution  provisions  of the  Chartwell  Re
     Corporation Sharesave Scheme 1997.
--------------------------------------------------------------------------------
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 Securities and Exchange
Commission (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, 1997

         2. The  Company's  Quarterly Report on Form 10-Q for the quarters ended
            March 31, 1998 and June 30, 1998.

         3. 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.

         4. The  description of the Common Stock Purchase  Rights of the Company
            contained in the Company's Registration Statement on Form 8-A, dated
            June 6, 1997,  filed pursuant to Section 12 (b) of the Exchange Act,
            including  any amendment or report filed for the purpose of updating
            such information.

         All  documents  filed by the Company  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.

Item 5.  Interests of Named Experts and Counsel.

         John V.  Del  Col,  Esq.,  whose  legal  opinion  with  respect  to the
securities  registered hereunder is filed as Exhibit 5 hereto, is an employee of
the Company and may participate in certain of the Company's stock benefit plans.

Item 6.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "DGCL") 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.

                                       2
Section 145 of the DGCL  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  provide 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.

         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 8.  Exhibits.

         4.1          Restated  Certificate of Incorporation of the Company,  as
                      amended  (incorporated by reference to Exhibit 4(a) to the
                      Company's Registration Statement on Form S-8 (File No.
                      333-36441)).

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

         4.3          Rights  Agreement,  dated as of May 22, 1997,  between the
                      Company and Fleet  National Bank of  Connecticut as Rights
                      Agent  (incorporated  by  reference  to Exhibit 4.1 to the
                      Company's Current Report on Form 8-K, dated June 6, 1997).

         4.4          Amendment Agreement,  dated June 16, 1997 among Chartwell,
                      Fleet National Bank of  Connecticut  and State Street Bank
                      and Trust Company, as Successor Rights Agent.

                                       3
5            Opinion of John V. Del Col, Esq.

         23.1         Consent of John V. Del Col, Esq. (included in Exhibit 5)

         23.2         Consent of Deloitte & Touche LLP

         24           Power of Attorney (see signature pages)

Item 9.  Undertakings.

         The Company hereby undertakes:

         (a)(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, as amended (the "Securities Act");

                   (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.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price  represent no more than a 20 percent change
         in the maximum  aggregate  offering price set forth in the "Calculation
         of Registration Fee" table in the effective registration statement;

                  (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 (a) (1)(i) and (a) (1)(ii) do not apply if
the  Registration  Statement  is on  Form  S-3,  Form  S-8 or  Form  F-3 and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities  and  Exchange  Commission  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, 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, 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,  where
applicable,  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

                                       4
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 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 the 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 the Act and will be governed by the final adjudication of
such issue.

                                       5
SIGNATURES

         The Registrant.  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 17th day
of August, 1998.

                                          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 JOHN V. DEL COL
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.

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

/s/ Richard E. Cole                                          July 31, 1998
------------------------------
Richard E. Cole
Chairman of the Board and CEO
(principal executive officer)

/s/ Steven J. Bensinger                                      July 31, 1998
------------------------------
Steven J. Bensinger
Director

/s/ Jacques Q. Bonneau                                       July 31, 1998
------------------------------
Jacques Q. Bonneau
Director

/s/ David J. Callard                                         July 31, 1998
------------------------------
David J. Callard
Director

/s/ Robert M. DeMichele                                      July 31, 1998
------------------------------
Robert M. DeMichele
Director

/s/ Greg S. Feldman                                          July 31, 1998
------------------------------
Greg S. Feldman
Director

/s/ Stephen L. Green                                         July 31, 1998
------------------------------
Stephen L. Green
Director

/s/ Frank E. Grzelecki                                       July 31, 1998
------------------------------
Frank E. Grzelecki
Director

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

/s/Charles E. Meyers                                         July 31, 1998
------------------------------
Charles E. Meyers
Senior Vice President and
Chief Financial Officer
(principal financial officer)

/s/ Willliam R. Miller                                       July 31, 1998
------------------------------
William R. Miller
Director

/s/ Lunsford Richardson, Jr.                                 July 31, 1998
------------------------------
Lunsford Richardson, Jr.
Director

/s/ Richard B. Primerano                                     July 31, 1998
-------------------------------
Richard B. Primerano
Vice President and Controller
(principal accounting officer)

/s/ Stuart S. Richardson                                     July 31, 1998
-------------------------------
Stuart S. Richardson
Director

/s/ John Sagan                                               July 31, 1998
-------------------------------
John Sagan
Director

                                       8
EXHIBIT INDEX

Exhibit
No.                                                                     Page No.

4.1   Restated   Certificate  of  Incorporation  of  the  Company,   as  amended
      (incorporated  by reference to Exhibit 4(a) to the Company's  Registration
      Statement on Form S-8 (File No. 333-36441)).

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

4.3   Rights Agreement,  dated as of May 22, 1997, between the Company and Fleet
      National Bank of Connecticut as Rights Agent (incorporated by reference to
      Exhibit 4.1 to the  Company's  Current  Report on Form 8-K,  dated June 6,
      1997).

4.4   Amendment Agreement,  dated June 16, 1997 among Chartwell,  Fleet National
      Bank of Connecticut and State Street Bank and Trust Company,  as Successor
      Rights Agent.

5     Opinion of John V. Del Col, Esq.

23.1  Consent of John V. Del Col, Esq. (included in Exhibit 5)

23.2  Consent of Deloitte & Touche LLP

24    Power of Attorney (see signature pages)

                                       9