As filed with the Securities and Exchange Commission on September 26, 1997

                                                       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 registrant's principal executive offices)
                               ------------------

                            CHARTWELL RE CORPORATION
                        1997 OMNIBUS STOCK INCENTIVE PLAN
                            (Full title of the plan)

                               KATHLEEN M. CARROLL
              Senior 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) 705-2530
                     (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       Amount to be   Proposed maximum  Proposed maximum     Amount of
securities to  registered     offering price    aggregate           registration
be registered                 per unit (1)      offering price(1)
-------------  ------------   ----------------   ----------------   ------------
-------------  ------------   ----------------   ----------------   ------------
 
Common Stock,    $500,000         $34.9688         $17,484,375        5,298.30
par value                 
$0.01 per share
(including the
assoiated 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 September 22, 1997.
(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  1997 Omnibus Stock  Incentive Plan.
--------------------------------------------------------------------------------


<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, 1996

         2.  The Company's Quarterly Reports on Form 10-Q for the quarters ended
 March 31, 1997 and June 30, 1997.

         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.

         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
     5, 1997,  filed  pursuant to Section 12 (b) of the Exchange Act,  including
     any amendment or report filed for the purpose of updating such information.

         5. The Company's Current Report on Form 8-K dated June 5, 1997.

         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 1997 Omnibus Stock  Incentive Plan (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,
Senior Vice President, General Counsel and Secretary,  Chartwell Re Corporation,
Four  Stamford  Plaza,  P. O.  Box  120043,  Stamford,  Connecticut  06912-0043,
telephone number: (203) 705-2530.

<PAGE>

Item 4.  Description of Securities.

         Not applicable.


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, 1996,  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  provide  that 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.

<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.

         The Plan provides that all members of the committee  administering  the
Plan will be indemnified  against any liabilities,  damages,  costs and expenses
(including attorney's fees and amounts paid in settlement of a claim approved by
the  Company),  occasioned  by such  member's  occupying  or having  occupied  a
position on such committee or otherwise in connection with the administration of
the Plan unless such director acted in bad faith and without  reasonable  belief
that it was in the best interests of the Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

         Exhibit No.

         4(a)        Restated Certificate of Incorporation of the Company, as
                     amended.

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

         4(c)        Rights  Agreement,  dated as of May 22,  1997  between  the
                     Company and Fleet National Bank of Connecticut (filed as an
                     Exhibit 4.1 to the Company's Registration Statement on Form
                     8-K,  dated  June  5,  1997  and  incorporated   herein  by
                     reference).

         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)

<PAGE>

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;

                  (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 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, 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 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 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.


<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of the  Securities  Act, 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 24th day of
September, 1997.


                                             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, this  Registration
Statement has been signed by the following  persons in the capacities and on the
date or dates indicated.


<PAGE>


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


/s/ Richard E. Cole                                          September 24, 1997
------------------------------                               
Richard E. Cole
Chairman of the Board and CEO
(principal executive officer)




/s/ Steven J. Bensinger                                      September 24, 1997
------------------------------
Steven J. Bensinger
Director



/s/ Jacques Q. Bonneau                                       September 24, 1997
------------------------------
Jacques Q. Bonneau
Director



/s/ David J. Callard                                         September 24, 1997
------------------------------
David J. Callard
Director



/s/ Robert M. DeMichele                                      September 24, 1997
------------------------------
Robert M. DeMichele
Director




/s/ Stephen L. Green                                         September 24, 1997
------------------------------
Stephen L. Green
Director



/s/ Frank E. Grzelecki                                       September 24, 1997
------------------------------
Frank E. Grzelecki
Director


<PAGE>


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


/s/Charles E. Meyers                                         September 24, 1997
------------------------------
Charles E. Meyers
Senior Vice President and
Chief Financial Officer
(principal financial officer)



/s/ Willliam R. Miller                                       September 24, 1997
------------------------------
William R. Miller
Director



/s/ Lunsford Richardson, Jr.                                 September 24, 1997
------------------------------
Lunsford Richardson, Jr.
Director



/s/ Richard B. Primerano                                     September 24, 1997
-------------------------------
Richard B. Primerano
Vice President and Controller
(principal accounting officer)



/s/ Stuart S. Richardson                                     September 24, 1997
-------------------------------
Stuart S. Richardson
Director



/s/ John Sagan                                               September 24, 1997
-------------------------------
John Sagan
Director



/s/ Bruce W. Schnitzer                                       September 24, 1997
-------------------------------
Bruce W. Schnitzer
Director


/s/ Stephen L. Wenman                                        September 24, 1997
-------------------------------
Stephen L. Wenman
Director


<PAGE>



                                  EXHIBIT INDEX


Exhibit
  No.                                                                Page No.
---------                                                           ------------
4(a)     Restated Certificate of Incorporation of the Company, as amended.

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)     Rights  Agreement,  dated as of May 22,  1997,  between the Company and
         Fleet  National  Bank  of  Connecticut  (filed  as  Exhibit  4.1 to the
         Company's  Registration  Statement on Form 8-K,  dated June 5, 1997 and
         incorporated herein by reference).

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)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 23834}]
{"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": "333-36441", "film-number": "97685824"}, "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 September 26, 1997

                                                       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 registrant's principal executive offices)
                               ------------------

                            CHARTWELL RE CORPORATION
                        1997 OMNIBUS STOCK INCENTIVE PLAN
                            (Full title of the plan)

                               KATHLEEN M. CARROLL
              Senior 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) 705-2530
                     (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       Amount to be   Proposed maximum  Proposed maximum     Amount of
securities to  registered     offering price    aggregate           registration
be registered                 per unit (1)      offering price(1)
-------------  ------------   ----------------   ----------------   ------------
-------------  ------------   ----------------   ----------------   ------------
 
Common Stock,    $500,000         $34.9688         $17,484,375        5,298.30
par value                 
$0.01 per share
(including the
assoiated 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 September 22, 1997.
(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  1997 Omnibus Stock  Incentive Plan.
--------------------------------------------------------------------------------
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, 1996

         2.  The Company's Quarterly Reports on Form 10-Q for the quarters ended
 March 31, 1997 and June 30, 1997.

         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.

         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
     5, 1997,  filed  pursuant to Section 12 (b) of the Exchange Act,  including
     any amendment or report filed for the purpose of updating such information.

         5. The Company's Current Report on Form 8-K dated June 5, 1997.

         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 1997 Omnibus Stock  Incentive Plan (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,
Senior Vice President, General Counsel and Secretary,  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.

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, 1996,  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  provide  that 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.

         The Plan provides that all members of the committee  administering  the
Plan will be indemnified  against any liabilities,  damages,  costs and expenses
(including attorney's fees and amounts paid in settlement of a claim approved by
the  Company),  occasioned  by such  member's  occupying  or having  occupied  a
position on such committee or otherwise in connection with the administration of
the Plan unless such director acted in bad faith and without  reasonable  belief
that it was in the best interests of the Company.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.

         4(a)        Restated Certificate of Incorporation of the Company, as
                     amended.

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

         4(c)        Rights  Agreement,  dated as of May 22,  1997  between  the
                     Company and Fleet National Bank of Connecticut (filed as an
                     Exhibit 4.1 to the Company's Registration Statement on Form
                     8-K,  dated  June  5,  1997  and  incorporated   herein  by
                     reference).

         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:

         (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;

                  (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 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, 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 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 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.
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 24th day of
September, 1997.

                                             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, this  Registration
Statement has been signed by the following  persons in the capacities and on the
date or dates indicated.
Signature                                                       Date
-------------------                                         --------------------
   

/s/ Richard E. Cole                                          September 24, 1997
------------------------------                               
Richard E. Cole
Chairman of the Board and CEO
(principal executive officer)

/s/ Steven J. Bensinger                                      September 24, 1997
------------------------------
Steven J. Bensinger
Director

/s/ Jacques Q. Bonneau                                       September 24, 1997
------------------------------
Jacques Q. Bonneau
Director

/s/ David J. Callard                                         September 24, 1997
------------------------------
David J. Callard
Director

/s/ Robert M. DeMichele                                      September 24, 1997
------------------------------
Robert M. DeMichele
Director

/s/ Stephen L. Green                                         September 24, 1997
------------------------------
Stephen L. Green
Director

/s/ Frank E. Grzelecki                                       September 24, 1997
------------------------------
Frank E. Grzelecki
Director
Signature                                                       Date
-------------------                                         --------------------
               

/s/Charles E. Meyers                                         September 24, 1997
------------------------------
Charles E. Meyers
Senior Vice President and
Chief Financial Officer
(principal financial officer)

/s/ Willliam R. Miller                                       September 24, 1997
------------------------------
William R. Miller
Director

/s/ Lunsford Richardson, Jr.                                 September 24, 1997
------------------------------
Lunsford Richardson, Jr.
Director

/s/ Richard B. Primerano                                     September 24, 1997
-------------------------------
Richard B. Primerano
Vice President and Controller
(principal accounting officer)

/s/ Stuart S. Richardson                                     September 24, 1997
-------------------------------
Stuart S. Richardson
Director

/s/ John Sagan                                               September 24, 1997
-------------------------------
John Sagan
Director

/s/ Bruce W. Schnitzer                                       September 24, 1997
-------------------------------
Bruce W. Schnitzer
Director

/s/ Stephen L. Wenman                                        September 24, 1997
-------------------------------
Stephen L. Wenman
Director
EXHIBIT INDEX

Exhibit
  No.                                                                Page No.
---------                                                           ------------
4(a)     Restated Certificate of Incorporation of the Company, as amended.

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)     Rights  Agreement,  dated as of May 22,  1997,  between the Company and
         Fleet  National  Bank  of  Connecticut  (filed  as  Exhibit  4.1 to the
         Company's  Registration  Statement on Form 8-K,  dated June 5, 1997 and
         incorporated herein by reference).

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)