As filed with the Securities and Exchange Commission on August 28,1998
                                                   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
                        1997 Omnibus Stock Incentive Plan
                            (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      300,000(3)   $26.5625        $7,968,750        $2,747.84
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 27, 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 1997 Omnibus Stock Incentive Plan.
--------------------------------------------------------------------------------
<PAGE>



                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                           INCORPORATION BY REFERENCE

The contents of the Chartwell Re Corporation Registration Statement on Form S-8,
File No.  333-36441,  filed  with the  Securities  and  Exchange  Commission  on
September 26, 1997, is incorporated herein by reference.

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 (incorporated
                      by reference to Exhibit 4.4 to the Company's  Registration
                      Statement  on Form S-8,  dated  August 17,  1998 (File No.
                      333-61605)).

         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)


<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 the27th 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.


<PAGE>


    Signature                                            Date



/s/Richard E. Cole                                   August 26, 1998
Richard E. Cole
Chairman of the Board and CEO
(principal executive officer)



/s/Steven J. Bensinger                              August 26, 1998
Steven J. Bensinger
Director



/s/Jacques Q. Bonneau                               August 26, 1998
Jacques Q. Bonneau
Director



/s/David J. Callard                                 August 26, 1998
David J. Callard
Director



/s/Robert M. DeMichele                              August 26, 1998
Robert M. DeMichele
Director



/s/Greg S. Feldman                                  August 26, 1998
Greg S. Feldman
Director



/s/Stephen L. Green                                 August 26, 1998
Stephen L. Green
Director



/s/Frank E. Grzelecki                               August 26, 1998
Frank E. Grzelecki
Director


<PAGE>



   Signature                                           Date



/s/Charles E. Meyers                               August 26, 1998
Charles E. Meyers
Senior Vice President and
Chief Financial Officer
(principal financial officer)



/s/William R. Miller                               August 26, 1998
William R. Miller
Director



/s/Richard B. Primerano                            August 26, 1998
Richard B. Primerano
Vice President and Controller
(principal accounting officer)



/s/Lunsford Richardson, Jr.                        August 26, 1998
Lunsford Richardson, Jr.
Director



/s/Stuart S. Richardson                            August 26, 1998
Stuart S. Richardson
Director



/s/John Sagan                                      August 26, 1998
John Sagan
Director





<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  (incorporated by reference to
        Exhibit 4.4 to the Company's  Registration  Statement on Form S-8,
        dated August 17, 1998 (File No. 333-61605)).

  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)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 11119}]
{"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": "333-62401", "film-number": "98699749"}, "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 28,1998
                                                   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
                        1997 Omnibus Stock Incentive Plan
                            (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      300,000(3)   $26.5625        $7,968,750        $2,747.84
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 27, 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 1997 Omnibus Stock Incentive Plan.
--------------------------------------------------------------------------------
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                           INCORPORATION BY REFERENCE

The contents of the Chartwell Re Corporation Registration Statement on Form S-8,
File No.  333-36441,  filed  with the  Securities  and  Exchange  Commission  on
September 26, 1997, is incorporated herein by reference.

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 (incorporated
                      by reference to Exhibit 4.4 to the Company's  Registration
                      Statement  on Form S-8,  dated  August 17,  1998 (File No.
                      333-61605)).

         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)
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 the27th 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.
Signature                                            Date

/s/Richard E. Cole                                   August 26, 1998
Richard E. Cole
Chairman of the Board and CEO
(principal executive officer)

/s/Steven J. Bensinger                              August 26, 1998
Steven J. Bensinger
Director

/s/Jacques Q. Bonneau                               August 26, 1998
Jacques Q. Bonneau
Director

/s/David J. Callard                                 August 26, 1998
David J. Callard
Director

/s/Robert M. DeMichele                              August 26, 1998
Robert M. DeMichele
Director

/s/Greg S. Feldman                                  August 26, 1998
Greg S. Feldman
Director

/s/Stephen L. Green                                 August 26, 1998
Stephen L. Green
Director

/s/Frank E. Grzelecki                               August 26, 1998
Frank E. Grzelecki
Director
Signature                                           Date

/s/Charles E. Meyers                               August 26, 1998
Charles E. Meyers
Senior Vice President and
Chief Financial Officer
(principal financial officer)

/s/William R. Miller                               August 26, 1998
William R. Miller
Director

/s/Richard B. Primerano                            August 26, 1998
Richard B. Primerano
Vice President and Controller
(principal accounting officer)

/s/Lunsford Richardson, Jr.                        August 26, 1998
Lunsford Richardson, Jr.
Director

/s/Stuart S. Richardson                            August 26, 1998
Stuart S. Richardson
Director

/s/John Sagan                                      August 26, 1998
John Sagan
Director
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  (incorporated by reference to
        Exhibit 4.4 to the Company's  Registration  Statement on Form S-8,
        dated August 17, 1998 (File No. 333-61605)).

  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)