AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 2000
                                                    REGISTRATION NO. 333-

===========================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

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

                        TRANSATLANTIC HOLDINGS, INC.
           (Exact name of registrant as specified in its charter)

           DELAWARE                                       13-3355897
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                      Identification Number)

                               80 PINE STREET
                          NEW YORK, NEW YORK 10005
            (Address of Principal Executive Offices) (Zip Code)

                        TRANSATLANTIC HOLDINGS, INC.
                           2000 STOCK OPTION PLAN
                          (Full title of the plan)

                              Gary A. Schwartz
                     Vice President and General Counsel
                               80 Pine Street
                          New York, New York 10005
                               (212) 770-2000
         (Name, address, and telephone number of agent for service)


                      CALCULATION OF REGISTRATION FEE
=============================================================================
                                     PROPOSED      PROPOSED
TITLE OF SECURITIES     AMOUNT       MAXIMUM        MAXIMUM       AMOUNT OF
  TO BE REGISTERED      TO BE        OFFERING      AGGREGATE     REGISTRATION
                      REGISTERED     PRICE PER      OFFERING        FEE
                         (1)          SHARE (2)    PRICE (2)
-----------------------------------------------------------------------------
Common Stock, par     1,500,000      $93.375       $140,062,500  $36,976.50
value $1.00 per share   shares
-----------------------------------------------------------------------------

(1)  Includes an indeterminate number of shares of Common Stock as may be
     issuable in the event of stock splits, stock dividends or similar
     transactions in accordance with Rule 416 under the Securities Act of
     1933, as amended (the "Securities Act").

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act and in accordance
     therewith includes 1,500,000 shares subject to options and awards
     granted or to be granted under the Plan based upon the average of the
     high and low sales prices for the Common Stock as reported by the
     New York Stock Exchange on November 13, 2000, a date within five
     business days of the date upon which this registration statement is
     being filed.


<PAGE>


EXPLANATORY NOTE

     This  Registration  Statement  relates to  1,500,000  shares of common
stock of  Transatlantic  Holdings,  Inc.,  par value  $1.00 per share  (the
"Common  Stock"),  which may be issued upon the  exercise  of  nonqualified
stock  options or  incentive  stock  options  granted  under our 2000 Stock
Option Plan (the "Plan").

                                   PART I

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement  will  be  sent  to  participants  in the  Plan  as
specified in Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission  under the Securities  Act of 1933, as amended (the  "Securities
Act").  These  document(s)  are not required to be filed with the SEC. They
constitute,  along with the documents  incorporated  by reference into this
Registration  Statement  pursuant to Item 3 of Part II, a  prospectus  that
meets the requirements of Section 10(a) of the Securities Act.

     You may receive,  without charge, upon written or oral request, a copy
of the documents that are incorporated by reference in Item 3 of Part II of
this Registration Statement and Section 10(a) prospectus.  In addition, you
may  receive  a copy of the Plan  without  charge,  by  contacting  Gary A.
Schwartz,  Vice  President  and  General  Counsel  of the  Company,  at the
following phone number: (212) 770-2000.

     References   to  the   "Company"  or  the   "Registrant"   shall  mean
Transatlantic Holdings, Inc., a Delaware corporation.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms or access our SEC  filings on the SEC's web
site at  http://www.sec.gov.  Reports, proxy and information statements and
other information concerning us can also be inspected at the offices of the
New York Stock Exchange.

     The SEC allows us to "incorporate by reference"  information into this
Registration   Statement.   This  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part  of  this  Registration  Statement,   and  information  that  we  file
subsequently  with  the SEC will  automatically  update  this  Registration
Statement. We incorporate by reference the following documents listed below
and any future filings made with the SEC under Section 13(a),  13(c), 14 or
15(d) of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act"), prior to the termination of the offering:

     (a)  Our  Registration  Statement  on Form S-1 (File.  No.  33-34433),
          filed with the SEC on June 15, 1990, in which there are described
          the terms,  rights and provisions  applicable to our  outstanding
          Common Stock;

     (b)  Our Annual Report on Form 10-K for the fiscal year ended December
          31, 1999, filed with the SEC on March 29, 2000; and

     (c)  Our Quarterly Reports on Forms 10-Q for the fiscal quarters ended
          March 31, 2000, June 30, 2000 and September 30, 2000,  filed with
          the SEC on May 11,  2000,  August 10, 2000 and November 13, 2000,
          respectively.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Gary  Schwartz,  our Senior Vice  President  and General  Counsel,  is
furnishing  an opinion of counsel to the Company  regarding the validity of
the Common Stock being registered under this  Registration  Statement.  Mr.
Schwartz  presently owns 44 shares, and has options to purchase 4,400 shares
of Common Stock.

     Item 6. Indemnification of Directors and Officers

     Section  145 of the General  Corporation  Law of the State of Delaware
provides that under certain  circumstances  a corporation may indemnify any
person  who was or is a party  or is  threatened  to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is
or was a director,  officer,  employee or agent of the corporation or is or
was  serving at its  request in such  capacity  in another  corporation  or
business   association,   against  expenses,   including  attorney's  fees,
judgments,  fines and amounts paid in  settlement  actually and  reasonably
incurred by him in  connection  with such action,  suit or proceeding if he
acted in good faith and in a manner he reasonably  believed to be in or not
opposed to the best interests of the  corporation  and, with respect to any
criminal  action or  proceeding,  had no  reasonable  cause to believe  his
conduct was unlawful.  In a derivative action, i.e., one by or on behalf of
the corporation, indemnification may be made only for expenses actually and
reasonably  incurred  by a  director,  officer,  employee  or  agent of the
corporation,  or a  person  who is or was  serving  at the  request  of the
corporation  as  a  director,   officer,   employee  or  agent  of  another
corporation  or  business  association  in  connection  with the defense or
settlement of an action or suit, if that person has acted in good faith and
in a manner that he or she  reasonably  believed to be in or not opposed to
the best interests of the corporation.  However, no indemnification will be
made if that person was  adjudged to be liable to the  corporation,  unless
and only to the  extent  that the  court in which  the  action  or suit was
brought  determines that the defendant is reasonably  entitled to indemnity
for the expenses despite such adjudication of liability.

     The  Certificate of  Incorporation  and By-Laws of the Company provide
that the Company  will  indemnify  to the full extent  permitted by law any
person  made,  or  threatened  to be made,  a party to an  action,  suit or
proceeding,  whether civil, criminal,  administrative or investigative,  by
reason  of the  fact  that  he or his  testator  or  intestate  is or was a
director, officer or employee of the Company or serves any other enterprise
at the request of the Company.  The By-Laws provide further that service at
the  request of the  Company  includes  service as a  director,  officer or
employee  of the Company  with  respect to an employee  benefit  plan.  The
By-Laws also provide that the Company may advance litigation  expenses to a
director or officer upon receipt of an  undertaking  by or on behalf of the
director or officer to repay the amount if it is ultimately determined that
the director or officer is not entitled to be  indemnified  by the Company.
In addition,  the Certificate of Incorporation provides that, to the extent
permitted  by law, the  directors  will have no liability to the Company or
its  stockholders  for monetary  damages for breach of fiduciary  duty as a
director.

     Policies of insurance  are  maintained  by the Company under which its
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  directors  or
officers.

     Item 7. Exemption from Registration Claimed

          Not applicable.


<PAGE>


     Item 8. Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1                 Certificate of Incorporation,  as amended through April
                    19,  1990,   filed  as  an  exhibit  to  the  Company's
                    Registration  Statement on Form S-1 (File No. 33-34433)
                    (the "Registration  Statement") and incorporated herein
                    by reference.

4.2                 Certificate   of  Amendment  of  the   Certificate   of
                    Incorporation,  dated  May 25,  1999, filed as  Exhibit
                    3.1.1 to the  Company's  Annual Report on Form 10-K for
                    the  fiscal  year  ended  December  31,  1999 (File No.
                    001-10545) and incorporated herein by reference.

4.3                 Amended  and  Restated  By-Laws,  dated as of March 25,
                    1999,  filed as  Exhibit  3.2 to the  Company's  Annual
                    Report on Form 10-K for the fiscal year ended  December
                    31, 1998 (File No. 001-10545),  and incorporated herein
                    by reference.

4.4                 Form of Common Stock  Certificate,  filed as an exhibit
                    to   the   Company's    Registration    Statement   and
                    incorporated herein by reference.

4.5*                Transatlantic Holdings, Inc. 2000 Stock Option Plan.

4.6*                Form of Stock Option  Agreement  for the  Transatlantic
                    Holdings, Inc. 2000 Stock Option Plan.

5.1*                Opinion of Gary  Schwartz,  Senior Vice  President  and
                    General  Counsel of the  Company,  with  respect to the
                    validity  of the  Common  Stock to be issued  under the
                    Plan.

23.1                Consent of Gary Schwartz (included in Exhibit 5.1).

23.2*               Consent  of  PricewaterhouseCoopers   LLP  (independent
                    auditors).

24.1                Power of Attorney (included on the signature pages).

-------------------------
*    filed herewith


<PAGE>


     Item 9. Undertakings

     (a) The undersigned Registrant 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;

               (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; and

               (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 the undertakings set forth in paragraphs
          (i) and (ii) above do not apply if the information required to be
          included  in a  post-effective  amendment  by  those  clauses  is
          contained  in  periodic  reports  filed by the  Registrant  under
          Section  13 or  Section  15(d)  of  the  Exchange  Act  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 which remain unsold
     at the termination of the offering.

     (b) The  undersigned  Registrant  undertakes  that, for the purpose of
     determining any liability under the Securities Act, each filing of the
     Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Exchange Act (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d) of the Exchange
     Act) that is incorporated by reference in the  Registration  Statement
     shall be deemed to be a new registration statement of those securities
     and the offering will be deemed to be the initial bona fide offering.

     (c) To the extent that  indemnification  for liabilities arising under
     the  Securities  Act  may be  permitted  to  directors,  officers  and
     controlling   persons  of  the  Registrant  in  accordance   with  the
     provisions  described  in Item 6 of this  Registration  Statement,  or
     otherwise,  the Registrant has been advised that in the opinion of the
     SEC,  indemnification  is against  public  policy as  expressed in the
     Securities Act and is, therefore,  unenforceable.  In the event that a
     claim for  indemnification  against such  liabilities  (other than the
     payment by the Registrant of expenses  incurred or paid by a director,
     officer or  controlling  person of the  Registrant  in the  successful
     defense of any action,  suit or proceeding) is asserted by a director,
     officer or controlling  person in connection with the securities being
     registered,  the Registrant 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 indemnification
     is against  public policy as expressed in the  Securities 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 New York, State of New York, on
November 13, 2000.


                                          TRANSATLANTIC HOLDINGS, INC.


                                          /s/ Robert F. Orlich
                                          ---------------------------------
                                          By:    Robert F. Orlich
                                          Title: President and Chief
                                                 Executive Officer



                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears  below  constitutes  and  appoints  Robert F. Orlich and Maurice R.
Greenberg, and each of them, as his or her true and lawful attorney-in-fact
and agent with full powers of substitution and  resubstitution,  for him or
her in his or her name, place and stead, in any and all capacities, to sign
any  and  all  amendments  to  this   Registration   Statement   (including
post-effective  amendments),   and  any  and  all  additional  registration
statements  pursuant to Instruction E to Form S-8 and any and all documents
in connection  therewith,  and to file the same, with all exhibits thereto,
and other documents in connection  therewith,  with the SEC,  granting unto
said  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 in order to effectuate the same, as fully to all intents
and purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said  attorney-in-fact and agent,
each acting alone, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.


<PAGE>


     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

       Signature                    Title                      Date
       ---------                    -----                      ----

                            President and Chief            November 13, 2000
/s/ Robert F. Orlich        Executive Officer
------------------------    (principal executive
Robert F. Orlich            officer); Director



                            Executive Vice President
/s/ Steven S. Skalicky      and Chief Financial            November 13, 2000
------------------------    Officer (principal
Steven S. Skalicky          financial and accounting
                            officer)



/s/ Paul Andre Bonny        Executive Vice President;      November 13, 2000
------------------------    President International
Paul Andre Bonny            Operations



/s/ Javier E. Vijil         Executive Vice President;      November 13, 2000
------------------------    President-Latin American
Javier E. Vijil             Division



/s/ Maurice R. Greenberg    Chairman of the Board          November 13, 2000
------------------------    of Directors
Maurice R. Greenberg



/s/ James Balog             Director                       November 13, 2000
------------------------
James Balog



/s/ C. Fred Bergsten        Director                       November 13, 2000
------------------------
C. Fred Bergsten



/s/ Ikuo Egashira           Director                       November 13, 2000
------------------------
Ikuo Egashira



/s/ John J. Mackowski       Director                       November 13, 2000
------------------------
John J. Mackowski



/s/ Edward E. Matthews      Director                       November 13, 2000
------------------------
Edward E. Matthews



/s/ Howard I. Smith         Director                       November 13, 2000
------------------------
Howard I. Smith



/s/ Thomas R. Tizzio        Director                       November 13, 2000
------------------------
Thomas R. Tizzio


<PAGE>


                             Index to Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1                 Certificate of Incorporation, as amended through April
                    19, 1990, filed as an exhibit to the Company's
                    Registration Statement on Form S-1 (File No. 33-34433)
                    (the "Registration Statement") and incorporated herein
                    by reference.

4.2                 Certificate of Amendment of the Certificate of
                    Incorporation, dated May 25, 1999, filed as Exhibit
                    3.1.1 to the Company's Annual Report on Form 10-K for
                    the fiscal year ended December 31, 1999 (File No.
                    001-10545) and incorporated herein by reference.

4.3                 Amended and Restated By-Laws, dated as of March 25,
                    1999, filed as Exhibit 3.2 to the Company's Annual
                    Report on Form 10-K for the fiscal year ended December
                    31, 1998 (File No. 001-10545), and incorporated herein
                    by reference.

4.4                 Form of Common Stock Certificate, filed as an exhibit
                    to the Company's Registration Statement and
                    incorporated herein by reference.

4.5*                Transatlantic Holdings, Inc. 2000 Stock Option Plan.

4.6*                Form of Stock Option Agreement for the Transatlantic
                    Holdings, Inc. 2000 Stock Option Plan.

5.1*                Opinion of Gary Schwartz, Senior Vice President and
                    General Counsel of the Company, with respect to the
                    validity of the Common Stock to be issued under the
                    Plan.

23.1                Consent of Gary Schwartz (included in Exhibit 5.1).

23.2*               Consent of PricewaterhouseCoopers LLP (independent
                    auditors).

24.1                Power of Attorney (included on the signature pages).

-------------------------
*    filed herewith
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{"company-data": {"conformed-name": "TRANSATLANTIC HOLDINGS INC", "cik": "0000862510", "assigned-sic": "6331", "irs-number": "133355897", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50298", "film-number": "773624"}, "business-address": {"street1": "80 PINE ST", "city": "NEW YORK", "state": "NY", "zip": "10005", "phone": "2127702000"}, "mail-address": {"street2": "80 PINE STREET", "city": "NEW YORK", "state": "NY", "zip": "10005"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 2000
                                                    REGISTRATION NO. 333-

===========================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

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

                        TRANSATLANTIC HOLDINGS, INC.
           (Exact name of registrant as specified in its charter)

           DELAWARE                                       13-3355897
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                      Identification Number)

                               80 PINE STREET
                          NEW YORK, NEW YORK 10005
            (Address of Principal Executive Offices) (Zip Code)

                        TRANSATLANTIC HOLDINGS, INC.
                           2000 STOCK OPTION PLAN
                          (Full title of the plan)

                              Gary A. Schwartz
                     Vice President and General Counsel
                               80 Pine Street
                          New York, New York 10005
                               (212) 770-2000
         (Name, address, and telephone number of agent for service)

                      CALCULATION OF REGISTRATION FEE
=============================================================================
                                     PROPOSED      PROPOSED
TITLE OF SECURITIES     AMOUNT       MAXIMUM        MAXIMUM       AMOUNT OF
  TO BE REGISTERED      TO BE        OFFERING      AGGREGATE     REGISTRATION
                      REGISTERED     PRICE PER      OFFERING        FEE
                         (1)          SHARE (2)    PRICE (2)
-----------------------------------------------------------------------------
Common Stock, par     1,500,000      $93.375       $140,062,500  $36,976.50
value $1.00 per share   shares
-----------------------------------------------------------------------------

(1)  Includes an indeterminate number of shares of Common Stock as may be
     issuable in the event of stock splits, stock dividends or similar
     transactions in accordance with Rule 416 under the Securities Act of
     1933, as amended (the "Securities Act").

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(h) of the Securities Act and in accordance
     therewith includes 1,500,000 shares subject to options and awards
     granted or to be granted under the Plan based upon the average of the
     high and low sales prices for the Common Stock as reported by the
     New York Stock Exchange on November 13, 2000, a date within five
     business days of the date upon which this registration statement is
     being filed.
EXPLANATORY NOTE

     This  Registration  Statement  relates to  1,500,000  shares of common
stock of  Transatlantic  Holdings,  Inc.,  par value  $1.00 per share  (the
"Common  Stock"),  which may be issued upon the  exercise  of  nonqualified
stock  options or  incentive  stock  options  granted  under our 2000 Stock
Option Plan (the "Plan").

                                   PART I

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement  will  be  sent  to  participants  in the  Plan  as
specified in Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission  under the Securities  Act of 1933, as amended (the  "Securities
Act").  These  document(s)  are not required to be filed with the SEC. They
constitute,  along with the documents  incorporated  by reference into this
Registration  Statement  pursuant to Item 3 of Part II, a  prospectus  that
meets the requirements of Section 10(a) of the Securities Act.

     You may receive,  without charge, upon written or oral request, a copy
of the documents that are incorporated by reference in Item 3 of Part II of
this Registration Statement and Section 10(a) prospectus.  In addition, you
may  receive  a copy of the Plan  without  charge,  by  contacting  Gary A.
Schwartz,  Vice  President  and  General  Counsel  of the  Company,  at the
following phone number: (212) 770-2000.

     References   to  the   "Company"  or  the   "Registrant"   shall  mean
Transatlantic Holdings, Inc., a Delaware corporation.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms or access our SEC  filings on the SEC's web
site at  http://www.sec.gov.  Reports, proxy and information statements and
other information concerning us can also be inspected at the offices of the
New York Stock Exchange.

     The SEC allows us to "incorporate by reference"  information into this
Registration   Statement.   This  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part  of  this  Registration  Statement,   and  information  that  we  file
subsequently  with  the SEC will  automatically  update  this  Registration
Statement. We incorporate by reference the following documents listed below
and any future filings made with the SEC under Section 13(a),  13(c), 14 or
15(d) of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act"), prior to the termination of the offering:

     (a)  Our  Registration  Statement  on Form S-1 (File.  No.  33-34433),
          filed with the SEC on June 15, 1990, in which there are described
          the terms,  rights and provisions  applicable to our  outstanding
          Common Stock;

     (b)  Our Annual Report on Form 10-K for the fiscal year ended December
          31, 1999, filed with the SEC on March 29, 2000; and

     (c)  Our Quarterly Reports on Forms 10-Q for the fiscal quarters ended
          March 31, 2000, June 30, 2000 and September 30, 2000,  filed with
          the SEC on May 11,  2000,  August 10, 2000 and November 13, 2000,
          respectively.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Gary  Schwartz,  our Senior Vice  President  and General  Counsel,  is
furnishing  an opinion of counsel to the Company  regarding the validity of
the Common Stock being registered under this  Registration  Statement.  Mr.
Schwartz  presently owns 44 shares, and has options to purchase 4,400 shares
of Common Stock.

     Item 6. Indemnification of Directors and Officers

     Section  145 of the General  Corporation  Law of the State of Delaware
provides that under certain  circumstances  a corporation may indemnify any
person  who was or is a party  or is  threatened  to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is
or was a director,  officer,  employee or agent of the corporation or is or
was  serving at its  request in such  capacity  in another  corporation  or
business   association,   against  expenses,   including  attorney's  fees,
judgments,  fines and amounts paid in  settlement  actually and  reasonably
incurred by him in  connection  with such action,  suit or proceeding if he
acted in good faith and in a manner he reasonably  believed to be in or not
opposed to the best interests of the  corporation  and, with respect to any
criminal  action or  proceeding,  had no  reasonable  cause to believe  his
conduct was unlawful.  In a derivative action, i.e., one by or on behalf of
the corporation, indemnification may be made only for expenses actually and
reasonably  incurred  by a  director,  officer,  employee  or  agent of the
corporation,  or a  person  who is or was  serving  at the  request  of the
corporation  as  a  director,   officer,   employee  or  agent  of  another
corporation  or  business  association  in  connection  with the defense or
settlement of an action or suit, if that person has acted in good faith and
in a manner that he or she  reasonably  believed to be in or not opposed to
the best interests of the corporation.  However, no indemnification will be
made if that person was  adjudged to be liable to the  corporation,  unless
and only to the  extent  that the  court in which  the  action  or suit was
brought  determines that the defendant is reasonably  entitled to indemnity
for the expenses despite such adjudication of liability.

     The  Certificate of  Incorporation  and By-Laws of the Company provide
that the Company  will  indemnify  to the full extent  permitted by law any
person  made,  or  threatened  to be made,  a party to an  action,  suit or
proceeding,  whether civil, criminal,  administrative or investigative,  by
reason  of the  fact  that  he or his  testator  or  intestate  is or was a
director, officer or employee of the Company or serves any other enterprise
at the request of the Company.  The By-Laws provide further that service at
the  request of the  Company  includes  service as a  director,  officer or
employee  of the Company  with  respect to an employee  benefit  plan.  The
By-Laws also provide that the Company may advance litigation  expenses to a
director or officer upon receipt of an  undertaking  by or on behalf of the
director or officer to repay the amount if it is ultimately determined that
the director or officer is not entitled to be  indemnified  by the Company.
In addition,  the Certificate of Incorporation provides that, to the extent
permitted  by law, the  directors  will have no liability to the Company or
its  stockholders  for monetary  damages for breach of fiduciary  duty as a
director.

     Policies of insurance  are  maintained  by the Company under which its
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  directors  or
officers.

     Item 7. Exemption from Registration Claimed

          Not applicable.
Item 8. Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1                 Certificate of Incorporation,  as amended through April
                    19,  1990,   filed  as  an  exhibit  to  the  Company's
                    Registration  Statement on Form S-1 (File No. 33-34433)
                    (the "Registration  Statement") and incorporated herein
                    by reference.

4.2                 Certificate   of  Amendment  of  the   Certificate   of
                    Incorporation,  dated  May 25,  1999, filed as  Exhibit
                    3.1.1 to the  Company's  Annual Report on Form 10-K for
                    the  fiscal  year  ended  December  31,  1999 (File No.
                    001-10545) and incorporated herein by reference.

4.3                 Amended  and  Restated  By-Laws,  dated as of March 25,
                    1999,  filed as  Exhibit  3.2 to the  Company's  Annual
                    Report on Form 10-K for the fiscal year ended  December
                    31, 1998 (File No. 001-10545),  and incorporated herein
                    by reference.

4.4                 Form of Common Stock  Certificate,  filed as an exhibit
                    to   the   Company's    Registration    Statement   and
                    incorporated herein by reference.

4.5*                Transatlantic Holdings, Inc. 2000 Stock Option Plan.

4.6*                Form of Stock Option  Agreement  for the  Transatlantic
                    Holdings, Inc. 2000 Stock Option Plan.

5.1*                Opinion of Gary  Schwartz,  Senior Vice  President  and
                    General  Counsel of the  Company,  with  respect to the
                    validity  of the  Common  Stock to be issued  under the
                    Plan.

23.1                Consent of Gary Schwartz (included in Exhibit 5.1).

23.2*               Consent  of  PricewaterhouseCoopers   LLP  (independent
                    auditors).

24.1                Power of Attorney (included on the signature pages).

-------------------------
*    filed herewith
Item 9. Undertakings

     (a) The undersigned Registrant 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;

               (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; and

               (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 the undertakings set forth in paragraphs
          (i) and (ii) above do not apply if the information required to be
          included  in a  post-effective  amendment  by  those  clauses  is
          contained  in  periodic  reports  filed by the  Registrant  under
          Section  13 or  Section  15(d)  of  the  Exchange  Act  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 which remain unsold
     at the termination of the offering.

     (b) The  undersigned  Registrant  undertakes  that, for the purpose of
     determining any liability under the Securities Act, each filing of the
     Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Exchange Act (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d) of the Exchange
     Act) that is incorporated by reference in the  Registration  Statement
     shall be deemed to be a new registration statement of those securities
     and the offering will be deemed to be the initial bona fide offering.

     (c) To the extent that  indemnification  for liabilities arising under
     the  Securities  Act  may be  permitted  to  directors,  officers  and
     controlling   persons  of  the  Registrant  in  accordance   with  the
     provisions  described  in Item 6 of this  Registration  Statement,  or
     otherwise,  the Registrant has been advised that in the opinion of the
     SEC,  indemnification  is against  public  policy as  expressed in the
     Securities Act and is, therefore,  unenforceable.  In the event that a
     claim for  indemnification  against such  liabilities  (other than the
     payment by the Registrant of expenses  incurred or paid by a director,
     officer or  controlling  person of the  Registrant  in the  successful
     defense of any action,  suit or proceeding) is asserted by a director,
     officer or controlling  person in connection with the securities being
     registered,  the Registrant 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 indemnification
     is against  public policy as expressed in the  Securities 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 New York, State of New York, on
November 13, 2000.

                                          TRANSATLANTIC HOLDINGS, INC.

                                          /s/ Robert F. Orlich
                                          ---------------------------------
                                          By:    Robert F. Orlich
                                          Title: President and Chief
                                                 Executive Officer

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears  below  constitutes  and  appoints  Robert F. Orlich and Maurice R.
Greenberg, and each of them, as his or her true and lawful attorney-in-fact
and agent with full powers of substitution and  resubstitution,  for him or
her in his or her name, place and stead, in any and all capacities, to sign
any  and  all  amendments  to  this   Registration   Statement   (including
post-effective  amendments),   and  any  and  all  additional  registration
statements  pursuant to Instruction E to Form S-8 and any and all documents
in connection  therewith,  and to file the same, with all exhibits thereto,
and other documents in connection  therewith,  with the SEC,  granting unto
said  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 in order to effectuate the same, as fully to all intents
and purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said  attorney-in-fact and agent,
each acting alone, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

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

       Signature                    Title                      Date
       ---------                    -----                      ----

                            President and Chief            November 13, 2000
/s/ Robert F. Orlich        Executive Officer
------------------------    (principal executive
Robert F. Orlich            officer); Director

                            Executive Vice President
/s/ Steven S. Skalicky      and Chief Financial            November 13, 2000
------------------------    Officer (principal
Steven S. Skalicky          financial and accounting
                            officer)

/s/ Paul Andre Bonny        Executive Vice President;      November 13, 2000
------------------------    President International
Paul Andre Bonny            Operations

/s/ Javier E. Vijil         Executive Vice President;      November 13, 2000
------------------------    President-Latin American
Javier E. Vijil             Division

/s/ Maurice R. Greenberg    Chairman of the Board          November 13, 2000
------------------------    of Directors
Maurice R. Greenberg

/s/ James Balog             Director                       November 13, 2000
------------------------
James Balog

/s/ C. Fred Bergsten        Director                       November 13, 2000
------------------------
C. Fred Bergsten

/s/ Ikuo Egashira           Director                       November 13, 2000
------------------------
Ikuo Egashira

/s/ John J. Mackowski       Director                       November 13, 2000
------------------------
John J. Mackowski

/s/ Edward E. Matthews      Director                       November 13, 2000
------------------------
Edward E. Matthews

/s/ Howard I. Smith         Director                       November 13, 2000
------------------------
Howard I. Smith

/s/ Thomas R. Tizzio        Director                       November 13, 2000
------------------------
Thomas R. Tizzio
Index to Exhibits

EXHIBIT NO.         DESCRIPTION OF EXHIBIT
-----------         ----------------------

4.1                 Certificate of Incorporation, as amended through April
                    19, 1990, filed as an exhibit to the Company's
                    Registration Statement on Form S-1 (File No. 33-34433)
                    (the "Registration Statement") and incorporated herein
                    by reference.

4.2                 Certificate of Amendment of the Certificate of
                    Incorporation, dated May 25, 1999, filed as Exhibit
                    3.1.1 to the Company's Annual Report on Form 10-K for
                    the fiscal year ended December 31, 1999 (File No.
                    001-10545) and incorporated herein by reference.

4.3                 Amended and Restated By-Laws, dated as of March 25,
                    1999, filed as Exhibit 3.2 to the Company's Annual
                    Report on Form 10-K for the fiscal year ended December
                    31, 1998 (File No. 001-10545), and incorporated herein
                    by reference.

4.4                 Form of Common Stock Certificate, filed as an exhibit
                    to the Company's Registration Statement and
                    incorporated herein by reference.

4.5*                Transatlantic Holdings, Inc. 2000 Stock Option Plan.

4.6*                Form of Stock Option Agreement for the Transatlantic
                    Holdings, Inc. 2000 Stock Option Plan.

5.1*                Opinion of Gary Schwartz, Senior Vice President and
                    General Counsel of the Company, with respect to the
                    validity of the Common Stock to be issued under the
                    Plan.

23.1                Consent of Gary Schwartz (included in Exhibit 5.1).

23.2*               Consent of PricewaterhouseCoopers LLP (independent
                    auditors).

24.1                Power of Attorney (included on the signature pages).

-------------------------
*    filed herewith