AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 2006

                                                  REGISTRATION NO.  ___- ______
===============================================================================
                               UNITED STATES
                     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                           (I.R.S. Employer
of incorporation or organization                      Identification Number)

                               80 PINE STREET
                          NEW YORK, NEW YORK 10005
                      (Address of principal executive
                                  offices)

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

                              GARY A. SCHWARTZ
                 SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                               80 PINE STREET
                          NEW YORK, NEW YORK 10005
                               (212) 770-2000
         (Name, Address, including Zip Code, and telephone number,
                 including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

===============================================================================
                                    PROPOSED    PROPOSED
                                     MAXIMUM     MAXIMUM
                         AMOUNT     OFFERING    AGGREGATE  AMOUNT OF
  TITLE OF SECURITIES    TO BE      PRICE PER   OFFERING  REGISTRATION
  TO BE REGISTERED (1)   REGISTERED SHARE (2)     PRICE       FEE
-------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share (the     900,000
"Common Stock")           shares     $56.34    $50,706,000 $5,425.54
===============================================================================

(1)  Includes  such  additional  number of shares as may be required in the
     event of a stock  split,  stock  dividend  or similar  transaction  in
     accordance  with Rule 416(a) of the Securities Act of 1933, as amended
     (the "Securities Act").

(2)  Estimated  solely for the purpose of calculating the  registration fee
     in accordance with Rule 457(c) and 457(h)(1) based upon the average of
     the high and low prices of the Common  Stock  reported on the New York
     Stock Exchange Composite Tape on July 13, 2006.




<PAGE>


                              EXPLANATORY NOTE

     This Form S-8 Registration Statement of Transatlantic  Holdings,  Inc.
(the  "Company"  or the  "Registrant")  is being filed  pursuant to General
Instruction  E to Form S-8 under the  Securities  Act to  register  900,000
additional  shares of the  Company's  common  stock,  $0.01 par value  (the
"Common Stock") under the  Transatlantic  Holdings,  Inc. 2000 Stock Option
Plan (the "Plan").  This  Registration  Statement  hereby  incorporates  by
reference the contents of the Registrant's  registration  statement on Form
S-8  (Registration  No.  333-50298)  filed with the Securities and Exchange
Commission (the "SEC") on November 20, 2000.

Item 5. Interests of Named Experts and Counsel
        --------------------------------------

     The  validity  of the shares of Common  Stock to be  offered  and sold
pursuant to the Plan will be passed upon by Gary A. Schwartz,  Esq., Senior
Vice President and General Counsel of the Company. Mr. Schwartz is employed
by the Company,  participates  in various  Company  employee  benefit plans
under  which  he  may  receive   shares  of  Common  Stock  and   currently
beneficially owns less than 1% of the outstanding shares of Common Stock.

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) 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. H
               001-10545), and incorporated herein by reference.

4.4            Form of Common Stock Certificate, filed as an exhibit to the
               Company's Registration Statement on Form S-1 (File No.
               33-34433) and incorporated herein by reference.

4.5*           Transatlantic Holdings, Inc. 2000 Stock Option Plan, as
               amended and restated March 30, 2006.

4.6            Form of Stock Option Agreement for the Transatlantic
               Holdings, Inc. 2000 Stock Option Plan, filed as Exhibit 4.6
               to the Company's Registration Statement on Form S-8 as filed
               with the SEC on November 20, 2000 (File No. 333-50298).

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
               registered public accounting firm).

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

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



<PAGE>

                                 SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant has duly caused this registration  statement to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of New
York, on this 17th day of July, 2006.

                                    Transatlantic Holdings, Inc.



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




                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS:  that  each  person  whose  signature
appears below constitutes and appoints Robert F. Orlich, President and CEO,
Steven S.  Skalicky,  Executive VP and CFO, and Thomas R. Tizzio,  Director
and each of them, as true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution,  for him or her and in his or her
name,  place  and  stead,  in any and all  capacities  to sign  any and all
amendments  (including  post-effective  amendments)  to  this  registration
statement on Form S-8, and to file the same, with all exhibits thereto, and
other documents in connection  herewith,  with the SEC,  granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  required  and  necessary to be
done in and about the foregoing as fully for all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all
that said  attorneys-in-fact  and  agents  or any of them,  or their or his
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 dates indicated.


       SIGNATURE                    TITLE                  DATE


/s/ Robert F. Orlich      President and Chief         July 17, 2006
-----------------------   Executive Officer
  Robert F. Orlich        (Principal Executive
                          Officer)

/s/ Steven S. Skalicky    Executive                   July 17, 2006
-----------------------   Vice-President, Chief
  Steven S. Skalicky      Financial Officer
                          (Principal Financial
                          Officer)

/s/ Martin J. Sullivan    Non-Executive Chairman      July 17, 2006
-----------------------   of the Board of Directors
  Martin J. Sullivan


/s/ James Balog           Director                    July 17, 2006
-----------------------
  James Balog


/s/ Steven J. Bensinger   Director                    July 17, 2006
-----------------------
  Steven J. Bensinger


                          Director
----------------------
  C. Fred Bergsten


/s/ John J. Mackowski     Director                    July 17, 2006
----------------------
  John J. Mackowski


/s/ Diana K. Mayer        Director                    July 17, 2006
----------------------
  Diana K. Mayer


/s/ Thomas R. Tizzio      Director                    July 17, 2006
----------------------
  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) 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 on Form S-1 (File No.
               33-34433) and incorporated herein by reference.

4.5*           Transatlantic Holdings, Inc. 2000 Stock Option Plan, as
               amended and restated March 30, 2006.

4.6            Form of Stock Option Agreement for the Transatlantic
               Holdings, Inc. 2000 Stock Option Plan, filed as Exhibit 4.6
               to the Company's Registration Statement on Form S-8 as filed
               with the SEC on November 20, 2000 (File No. 333-50298).

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
               registered public accounting firm).

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": "333-135831", "film-number": "06966317"}, "business-address": {"street1": "80 PINE ST", "city": "NEW YORK", "state": "NY", "zip": "10005", "phone": "2127702000"}, "mail-address": {"street1": "80 PINE STREET", "city": "NEW YORK", "state": "NY", "zip": "10005"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 2006

                                                  REGISTRATION NO.  ___- ______
===============================================================================
                               UNITED STATES
                     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                           (I.R.S. Employer
of incorporation or organization                      Identification Number)

                               80 PINE STREET
                          NEW YORK, NEW YORK 10005
                      (Address of principal executive
                                  offices)

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

                              GARY A. SCHWARTZ
                 SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                               80 PINE STREET
                          NEW YORK, NEW YORK 10005
                               (212) 770-2000
         (Name, Address, including Zip Code, and telephone number,
                 including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

===============================================================================
                                    PROPOSED    PROPOSED
                                     MAXIMUM     MAXIMUM
                         AMOUNT     OFFERING    AGGREGATE  AMOUNT OF
  TITLE OF SECURITIES    TO BE      PRICE PER   OFFERING  REGISTRATION
  TO BE REGISTERED (1)   REGISTERED SHARE (2)     PRICE       FEE
-------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share (the     900,000
"Common Stock")           shares     $56.34    $50,706,000 $5,425.54
===============================================================================

(1)  Includes  such  additional  number of shares as may be required in the
     event of a stock  split,  stock  dividend  or similar  transaction  in
     accordance  with Rule 416(a) of the Securities Act of 1933, as amended
     (the "Securities Act").

(2)  Estimated  solely for the purpose of calculating the  registration fee
     in accordance with Rule 457(c) and 457(h)(1) based upon the average of
     the high and low prices of the Common  Stock  reported on the New York
     Stock Exchange Composite Tape on July 13, 2006.
EXPLANATORY NOTE

     This Form S-8 Registration Statement of Transatlantic  Holdings,  Inc.
(the  "Company"  or the  "Registrant")  is being filed  pursuant to General
Instruction  E to Form S-8 under the  Securities  Act to  register  900,000
additional  shares of the  Company's  common  stock,  $0.01 par value  (the
"Common Stock") under the  Transatlantic  Holdings,  Inc. 2000 Stock Option
Plan (the "Plan").  This  Registration  Statement  hereby  incorporates  by
reference the contents of the Registrant's  registration  statement on Form
S-8  (Registration  No.  333-50298)  filed with the Securities and Exchange
Commission (the "SEC") on November 20, 2000.

Item 5. Interests of Named Experts and Counsel
        --------------------------------------

     The  validity  of the shares of Common  Stock to be  offered  and sold
pursuant to the Plan will be passed upon by Gary A. Schwartz,  Esq., Senior
Vice President and General Counsel of the Company. Mr. Schwartz is employed
by the Company,  participates  in various  Company  employee  benefit plans
under  which  he  may  receive   shares  of  Common  Stock  and   currently
beneficially owns less than 1% of the outstanding shares of Common Stock.

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) 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. H
               001-10545), and incorporated herein by reference.

4.4            Form of Common Stock Certificate, filed as an exhibit to the
               Company's Registration Statement on Form S-1 (File No.
               33-34433) and incorporated herein by reference.

4.5*           Transatlantic Holdings, Inc. 2000 Stock Option Plan, as
               amended and restated March 30, 2006.

4.6            Form of Stock Option Agreement for the Transatlantic
               Holdings, Inc. 2000 Stock Option Plan, filed as Exhibit 4.6
               to the Company's Registration Statement on Form S-8 as filed
               with the SEC on November 20, 2000 (File No. 333-50298).

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
               registered public accounting firm).

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

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

     Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant has duly caused this registration  statement to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of New
York, on this 17th day of July, 2006.

                                    Transatlantic Holdings, Inc.

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

                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS:  that  each  person  whose  signature
appears below constitutes and appoints Robert F. Orlich, President and CEO,
Steven S.  Skalicky,  Executive VP and CFO, and Thomas R. Tizzio,  Director
and each of them, as true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution,  for him or her and in his or her
name,  place  and  stead,  in any and all  capacities  to sign  any and all
amendments  (including  post-effective  amendments)  to  this  registration
statement on Form S-8, and to file the same, with all exhibits thereto, and
other documents in connection  herewith,  with the SEC,  granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  required  and  necessary to be
done in and about the foregoing as fully for all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all
that said  attorneys-in-fact  and  agents  or any of them,  or their or his
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 dates indicated.

       SIGNATURE                    TITLE                  DATE

/s/ Robert F. Orlich      President and Chief         July 17, 2006
-----------------------   Executive Officer
  Robert F. Orlich        (Principal Executive
                          Officer)

/s/ Steven S. Skalicky    Executive                   July 17, 2006
-----------------------   Vice-President, Chief
  Steven S. Skalicky      Financial Officer
                          (Principal Financial
                          Officer)

/s/ Martin J. Sullivan    Non-Executive Chairman      July 17, 2006
-----------------------   of the Board of Directors
  Martin J. Sullivan

/s/ James Balog           Director                    July 17, 2006
-----------------------
  James Balog

/s/ Steven J. Bensinger   Director                    July 17, 2006
-----------------------
  Steven J. Bensinger

                          Director
----------------------
  C. Fred Bergsten

/s/ John J. Mackowski     Director                    July 17, 2006
----------------------
  John J. Mackowski

/s/ Diana K. Mayer        Director                    July 17, 2006
----------------------
  Diana K. Mayer

/s/ Thomas R. Tizzio      Director                    July 17, 2006
----------------------
  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) 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 on Form S-1 (File No.
               33-34433) and incorporated herein by reference.

4.5*           Transatlantic Holdings, Inc. 2000 Stock Option Plan, as
               amended and restated March 30, 2006.

4.6            Form of Stock Option Agreement for the Transatlantic
               Holdings, Inc. 2000 Stock Option Plan, filed as Exhibit 4.6
               to the Company's Registration Statement on Form S-8 as filed
               with the SEC on November 20, 2000 (File No. 333-50298).

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
               registered public accounting firm).

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

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