As filed with the Securities and Exchange Commission on September 18, 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.)

                         300 Atlantic Street, Suite 400
                           Stamford, Connecticut 06901
              (Address of registrant's principal executive offices)
                               ------------------

                            CHARTWELL RE CORPORATION
                  1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)

                               KATHLEEN M. CARROLL
                  Vice President, General Counsel and Secretary
                            CHARTWELL RE CORPORATION
                         300 Atlantic Street, Suite 400
                           Stamford, Connecticut 06901
                     (Name and address of agent for service)
                                 (203) 961-7300
                     (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,   50,000 shares    $ 23.375         $ 1,168,750         $ 403.02
  par value
$0.01 per share
================================================================================
*Determined on the basis of the average of the reported high and low sales
prices on September 12, 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 and June 30, 1996.

         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,  and
as updated by  pertinent  information  furnished  in  subsequent  reports  filed
pursuant to Section 13 of the Exchange Act.

         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.

         The  Company  hereby  undertakes  to  provide  without  charge  to each
participant in the Chartwell Re Corporation  1996  Non-Employee  Directors Stock
Option 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,  General Counsel and Secretary,  Chartwell Re Corporation,  300
Atlantic Street, Suite 400, Stamford, Connecticut 06901, telephone number: (203)
961- 7300.


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.

         Kathleen M.  Carroll,  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.

         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  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

                                       -2-





<PAGE>



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 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 1996 Non-Employee Directors Stock Option Plan

    5     Opinion of Kathleen M. Carroll,  Esq.

    23(a) Consent of Kathleen  M. Carroll, Esq.(included in Exhibit 5)

    23(b) Consent of Deloitte & Touche LLP

    24    Powers of Attorney (see signature pages)

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 18th day of
September, 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                               September 18, 1996
- --------------------------------------
Richard E. Cole
Chairman of the Board and CEO
(principal executive officer)



/s/ Steven J. Bensinger                           September 18, 1996
- --------------------------------------
Steven J. Bensinger
Director



/s/ Jacques Q. Bonneau                            September 18, 1996
- --------------------------------------
Jacques Q. Bonneau
Director



/s/ David J. Callard                              September 18, 1996
- --------------------------------------
David J. Callard
Director



/s/ Robert M. DeMichele                           September 18, 1996
- --------------------------------------
Robert M. DeMichele
Director



/s/ Greg S. Feldman                               September 18, 1996
- --------------------------------------
Greg S. Feldman
Director



/s/ Stephen L. Green                              September 18, 1996
- --------------------------------------
Stephen L. Green
Director



/s/ Frank E. Grzelecki                            September 18, 1996
- --------------------------------------
Frank E. Grzelecki
Director

                                                      -6-





<PAGE>



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



/s/ Charles E. Meyers                             September 18, 1996
- --------------------------------------
Charles E. Meyers
Senior Vice President and
Chief Financial Officer
(principal financial officer)



/s/ William R. Miller                             September 18, 1996
- --------------------------------------
William R. Miller
Director



/s/ Lunsford Richardson, Jr.                      September 18, 1996
- --------------------------------------
Lunsford Richardson, Jr.
Director



/s/ Richard B. Primerano                          September 18, 1996
- --------------------------------------
Richard B. Primerano
Vice President and Controller
(principal accounting officer)



/s/ Stuart S. Richardson                          September 18, 1996
- --------------------------------------
Stuart S. Richardson
Director



/s/ John Sagan                                    September 18, 1996
- --------------------------------------
John Sagan
Director



/s/ Bruce W. Schnitzer                            September 18, 1996
- --------------------------------------
Bruce W. Schnitzer
Director


                                       -7-





<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 1996 Non-Employee Directors Stock Option Plan

5     Opinion of Kathleen M. Carroll, Esq.

23(a) Consent of Kathleen M. Carroll, Esq. (included in Exhibit 5)

23(b) Consent of Deloitte & Touche LLP

24    Powers of Attorney (see signature pages)

                                       -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 21392}]
{"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": "333-12203", "film-number": "96631581"}, "business-address": {"street1": "300 ATLANTIC ST", "street2": "STE 400", "city": "STAMFORD", "state": "CT", "zip": "06901", "phone": "2039617300"}, "mail-address": {"street1": "300 ATLANTIC ST", "street2": "STE 400", "city": "STAMFORD", "state": "CT", "zip": "06901-3540"}}
As filed with the Securities and Exchange Commission on September 18, 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.)

                         300 Atlantic Street, Suite 400
                           Stamford, Connecticut 06901
              (Address of registrant's principal executive offices)
                               ------------------

                            CHARTWELL RE CORPORATION
                  1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)

                               KATHLEEN M. CARROLL
                  Vice President, General Counsel and Secretary
                            CHARTWELL RE CORPORATION
                         300 Atlantic Street, Suite 400
                           Stamford, Connecticut 06901
                     (Name and address of agent for service)
                                 (203) 961-7300
                     (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,   50,000 shares    $ 23.375         $ 1,168,750         $ 403.02
  par value
$0.01 per share
================================================================================
*Determined on the basis of the average of the reported high and low sales
prices on September 12, 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 and June 30, 1996.

         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,  and
as updated by  pertinent  information  furnished  in  subsequent  reports  filed
pursuant to Section 13 of the Exchange Act.

         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.

         The  Company  hereby  undertakes  to  provide  without  charge  to each
participant in the Chartwell Re Corporation  1996  Non-Employee  Directors Stock
Option 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,  General Counsel and Secretary,  Chartwell Re Corporation,  300
Atlantic Street, Suite 400, Stamford, Connecticut 06901, telephone number: (203)
961- 7300.

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.

         Kathleen M.  Carroll,  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.

         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  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

                                       -2-
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 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 1996 Non-Employee Directors Stock Option Plan

    5     Opinion of Kathleen M. Carroll,  Esq.

    23(a) Consent of Kathleen  M. Carroll, Esq.(included in Exhibit 5)

    23(b) Consent of Deloitte & Touche LLP

    24    Powers of Attorney (see signature pages)

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 18th day of
September, 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                               September 18, 1996
- --------------------------------------
Richard E. Cole
Chairman of the Board and CEO
(principal executive officer)

/s/ Steven J. Bensinger                           September 18, 1996
- --------------------------------------
Steven J. Bensinger
Director

/s/ Jacques Q. Bonneau                            September 18, 1996
- --------------------------------------
Jacques Q. Bonneau
Director

/s/ David J. Callard                              September 18, 1996
- --------------------------------------
David J. Callard
Director

/s/ Robert M. DeMichele                           September 18, 1996
- --------------------------------------
Robert M. DeMichele
Director

/s/ Greg S. Feldman                               September 18, 1996
- --------------------------------------
Greg S. Feldman
Director

/s/ Stephen L. Green                              September 18, 1996
- --------------------------------------
Stephen L. Green
Director

/s/ Frank E. Grzelecki                            September 18, 1996
- --------------------------------------
Frank E. Grzelecki
Director

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

/s/ Charles E. Meyers                             September 18, 1996
- --------------------------------------
Charles E. Meyers
Senior Vice President and
Chief Financial Officer
(principal financial officer)

/s/ William R. Miller                             September 18, 1996
- --------------------------------------
William R. Miller
Director

/s/ Lunsford Richardson, Jr.                      September 18, 1996
- --------------------------------------
Lunsford Richardson, Jr.
Director

/s/ Richard B. Primerano                          September 18, 1996
- --------------------------------------
Richard B. Primerano
Vice President and Controller
(principal accounting officer)

/s/ Stuart S. Richardson                          September 18, 1996
- --------------------------------------
Stuart S. Richardson
Director

/s/ John Sagan                                    September 18, 1996
- --------------------------------------
John Sagan
Director

/s/ Bruce W. Schnitzer                            September 18, 1996
- --------------------------------------
Bruce W. Schnitzer
Director

                                       -7-
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 1996 Non-Employee Directors Stock Option Plan

5     Opinion of Kathleen M. Carroll, Esq.

23(a) Consent of Kathleen M. Carroll, Esq. (included in Exhibit 5)

23(b) Consent of Deloitte & Touche LLP

24    Powers of Attorney (see signature pages)

                                       -8-