As filed with the Securities and Exchange Commission on December 31, 1996
                                                    Registration No.: 33-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             ----------------------

                               IPC Holdings, Ltd.
               (Exact name of issuer as specified in its charter)


     Bermuda            American International Building      Not Applicable
(State or other                29 Richmond Road            (I.R.S. Employer
 jurisdiction of            Hamilton, HM08, Bermuda        Identification No.)
 incorporation or                 (441) 295-2121
   organization)
               (Address, including zip code, and telephone number,
            including area code, of Registrant's principal executive
                                    offices)

                             ----------------------
                      IPC Holdings, Ltd. Stock Option Plan
                             ----------------------

                              CT Corporation System
                                  1633 Broadway
                            New York, New York 10019
                                 (212) 246-5070

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                             ----------------------

                                    Copy to:
                              Andrew S. Rowen, Esq.
                               Sullivan & Cromwell
                                125 Broad Street
                            New York, New York 10004
                                 (212) 558-4000
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                      Proposed
                                       Amount         maximum         Proposed maximum       Amount of
Title of each class of securities       to be      offering price    aggregate offering    registration
         to be registered            registered     per unit(1)           price(1)              fee
---------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>               <C>                   <C>
Common Shares, par value $0.01          277,500                         5,763,231             $1,747
per share                              shares
=========================================================================================================
<FN>
(1)   Estimated solely for the purpose of calculating the registration fee 
      pursuant to Rule 457 under the Securities Act of 1933 (the "Securities
      Act"). With respect to the 80,624 options to purchase common shares,
      par value US$0.01 per share ("Shares"), of IPC Holdings, Ltd. that are
      currently outstanding, the proposed maximum offering price is calculated
      pursuant to Rule 457(h)(1) under the Securities Act based on an exercise
      price of $16.54. With respect to the 196,876 options to purchase Shares
      that are currently authorized but not yet issued, the proposed maximum
      offering price is calculated pursuant to Rule 457(c) under the Securities
      Act, on the basis of the high and low prices for Shares on December 26, 
      1996.
                             ----------------------
</FN>
</TABLE>
================================================================================
<PAGE>



                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS


Item 1.  Plan Information

         All information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee


         All information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act, and the Note to Part I of Form S-8.



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The documents listed below are incorporated herein by reference:

                  (a) The Registrant's prospectus, dated March 7, 1996, filed
         pursuant to Rule 424(b) under the Securities Act, which contains
         audited consolidated financial statements for the fiscal year ended
         December 31, 1995.

                  (b) Quarterly Report on Form 10-Q for the quarter ended 
         March 31, 1996.

                  (c) Current Report on Form 8-K dated June 3, 1996.

                  (d) Quarterly Report on Form 10-Q for the quarter ended 
         June 30, 1996.

                  (e) Quarterly Report on Form 10-Q for the quarter ended 
         September 30, 1996.

                  (f) The description of the Registrant's Common Stock which is
         contained in its Registration Statement on Form S-1 (Registration No.
         333-00088), filed under the Securities Act, including any amendments or
         reports filed for the purpose of updating such description.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated herein
by reference and to be part hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests Of Named Experts And Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Section 98 of the Companies Act 1981 of Bermuda (the "Companies Act")
provides generally that a company incorporated under the laws of Bermuda may
indemnify its directors and officers against any liability arising from any rule
of law in respect of any negligence, default, breach of duty or breach of trust
of which such person may be guilty in relation to the Company, provided, that,
any provision indemnifying any such officer or director in respect of any fraud
or dishonesty of which such officer or director may be guilty in relation to the
Company shall be void. Section 98 of the Companies Act further provides that a
company incorporated under the laws of Bermuda may indemnify its directors and
officers against any liability incurred by them in defending any proceedings,
whether civil or criminal, in which judgment is awarded in their favor or in
which they are acquitted or granted relief by the Supreme Court of Bermuda in
certain proceedings under Section 281 of the Companies Act. Section 98A of the
Companies Act enables a company to purchase and maintain insurance for the
benefit of directors and officers.

         The bye-laws of the Registrant (the "Bye-Laws") provide indemnification
to directors and officers of the Registrant against costs, losses and other
expenses arising from actions taken in such capacity, other than those arising
from any wilful negligence, wilful default, fraud or dishonesty. Further, the
Bye-Laws provide for indemnification of liabilities incurred by any director or
officer in defending any civil or criminal proceeding in which a favorable
judgment is obtained, or in which such officer or director is acquitted, or in
which relief from liability is granted under the Companies Act. The Registrant
maintains liability insurance covering its directors and officers.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits


      Exhibit No.          Description

           4*              Form of Stock Certificate

          4.1*             Memorandum of Association of the Registrant

          4.2*             Bye-laws of the Registrant

          4.3*             IPC Holdings, Ltd. Stock Option Plan

           5               Opinion of Conyers Dill & Pearman as to the validity
                           of the securities registered

          23.1             Consent of Conyers Dill & Pearman (included in their
                           opinion filed as Exhibit 5)

          23.2             Consent of Arthur Andersen & Co.

           24              Powers of Attorney (set forth on signature page of 
                           this Registration Statement)


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


*    Incorporated herein by reference to the exhibit in the Registrant's 
     Registration Statement on Form S-1 (Registration No. 333-00088) and any 
     amendments thereto.

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 this 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 this
                  Registration Statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  and of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement;

                     (iii) To include any material information with respect to 
                  the plan of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in this Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
         are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the 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 hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Sections 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 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such 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 such 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 such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                       -2-


<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 Pembroke, Bermuda, on December 27, 1996.


                                       By: /s/ JOHN P. DOWLING
                                          --------------------------------
                                           John P. Dowling
                                           President and Chief
                                           Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John P. Dowling and Joseph C.H. Johnson
his true and lawful attorneys-in-fact and agents, each acting alone, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, including post-effective amendments, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, and hereby ratifies and confirms
all his said attorneys-in-fact and agents, each acting alone, or his substitute
or substitutes may lawfully do or cause to be done by virtue thereof.

         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


 /s/ JOSEPH C.H. JOHNSON
--------------------------      Chairman of the Board of
    Joseph C.H. Johnson         of Directors                   December 27, 1996



 /s/ JOHN P. DOWLING            President and Chief
--------------------------      Executive Officer (Principal
    John P. Dowling             Executive Officer)             December 27, 1996



 /s/ JOHN R. WEALE              Vice President (Principal
--------------------------      Financial Officer and 
    John R. Weale               Principal Accounting Officer)  December 27, 1996


 /s/ MICHAEL L. BOURIS
--------------------------      Director                       December 27, 1996
    Michael L. Bouris



                                       -3-

<PAGE>


 /s/ RON HIRAM
--------------------------      Director                       December 29, 1996
    Ron Hiram


 /s/ FRANK MUTCH
--------------------------      Director                       December 30, 1996
    Frank Mutch


 /s/ JOHN T. SCHMIDT
--------------------------      Director                       December 31, 1996
    John T. Schmidt


 /s/ CLARENCE E. JAMES
--------------------------      Director                       December 27, 1996
    Clarence E. James



                                       -4-


<PAGE>


Index to Exhibits

Exhibit No.                  Description

4*                  Form of Stock Certificate

4.1*                Memorandum of Association

4.2*                Bye-laws of the Registrant

4.3*                IPC Holdings, Ltd. Stock Option Plan

5                   Opinion of Conyers Dill & Pearman regarding the validity of
                    the securities registered

23.1                Consent of Conyers Dill & Pearman (included in their opinion
                    filed as Exhibit 5)

23.2                Consent of Arthur Andersen & Co.

24                  Powers of Attorney (set forth on signature page of this 
                    Registration Statement)



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

*    Incorporated herein by reference to the exhibit in the Registrant's
     Registration Statement on Form S-1 (Registration No. 333-00088) and any 
     amendments thereto.


                                       -5-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 (IPC HOLDINGS, LTD.)", "secsgml_size_bytes": 18352}]
{"company-data": {"conformed-name": "IPC HOLDINGS LTD", "cik": "0000909815", "assigned-sic": "6311", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19149", "film-number": "96689267"}, "business-address": {"street1": "29 RICHMOND RD", "street2": "C/O AMERICAN INTERNATIONAL BLDG", "city": "PEMBROKE HM 08 BERMU", "state": "D0", "phone": "4412952121"}, "mail-address": {"street1": "C/O AMERICAN INTERNATIONAL BUILDING", "street2": "29 RICHMOND RD", "city": "PEMBROKE"}}
As filed with the Securities and Exchange Commission on December 31, 1996
                                                    Registration No.: 33-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             ----------------------

                               IPC Holdings, Ltd.
               (Exact name of issuer as specified in its charter)

     Bermuda            American International Building      Not Applicable
(State or other                29 Richmond Road            (I.R.S. Employer
 jurisdiction of            Hamilton, HM08, Bermuda        Identification No.)
 incorporation or                 (441) 295-2121
   organization)
               (Address, including zip code, and telephone number,
            including area code, of Registrant's principal executive
                                    offices)

                             ----------------------
                      IPC Holdings, Ltd. Stock Option Plan
                             ----------------------

                              CT Corporation System
                                  1633 Broadway
                            New York, New York 10019
                                 (212) 246-5070

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                             ----------------------

                                    Copy to:
                              Andrew S. Rowen, Esq.
                               Sullivan & Cromwell
                                125 Broad Street
                            New York, New York 10004
                                 (212) 558-4000
CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                      Proposed
                                       Amount         maximum         Proposed maximum       Amount of
Title of each class of securities       to be      offering price    aggregate offering    registration
         to be registered            registered     per unit(1)           price(1)              fee
---------------------------------------------------------------------------------------------------------
Common Shares, par value $0.01          277,500                         5,763,231             $1,747
per share                              shares
=========================================================================================================
(1)   Estimated solely for the purpose of calculating the registration fee 
      pursuant to Rule 457 under the Securities Act of 1933 (the "Securities
      Act"). With respect to the 80,624 options to purchase common shares,
      par value US$0.01 per share ("Shares"), of IPC Holdings, Ltd. that are
      currently outstanding, the proposed maximum offering price is calculated
      pursuant to Rule 457(h)(1) under the Securities Act based on an exercise
      price of $16.54. With respect to the 196,876 options to purchase Shares
      that are currently authorized but not yet issued, the proposed maximum
      offering price is calculated pursuant to Rule 457(c) under the Securities
      Act, on the basis of the high and low prices for Shares on December 26, 
      1996.
                             ----------------------
================================================================================
PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

Item 1.  Plan Information

         All information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee

         All information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act, and the Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The documents listed below are incorporated herein by reference:

                  (a) The Registrant's prospectus, dated March 7, 1996, filed
         pursuant to Rule 424(b) under the Securities Act, which contains
         audited consolidated financial statements for the fiscal year ended
         December 31, 1995.

                  (b) Quarterly Report on Form 10-Q for the quarter ended 
         March 31, 1996.

                  (c) Current Report on Form 8-K dated June 3, 1996.

                  (d) Quarterly Report on Form 10-Q for the quarter ended 
         June 30, 1996.

                  (e) Quarterly Report on Form 10-Q for the quarter ended 
         September 30, 1996.

                  (f) The description of the Registrant's Common Stock which is
         contained in its Registration Statement on Form S-1 (Registration No.
         333-00088), filed under the Securities Act, including any amendments or
         reports filed for the purpose of updating such description.

         In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated herein
by reference and to be part hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests Of Named Experts And Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Section 98 of the Companies Act 1981 of Bermuda (the "Companies Act")
provides generally that a company incorporated under the laws of Bermuda may
indemnify its directors and officers against any liability arising from any rule
of law in respect of any negligence, default, breach of duty or breach of trust
of which such person may be guilty in relation to the Company, provided, that,
any provision indemnifying any such officer or director in respect of any fraud
or dishonesty of which such officer or director may be guilty in relation to the
Company shall be void. Section 98 of the Companies Act further provides that a
company incorporated under the laws of Bermuda may indemnify its directors and
officers against any liability incurred by them in defending any proceedings,
whether civil or criminal, in which judgment is awarded in their favor or in
which they are acquitted or granted relief by the Supreme Court of Bermuda in
certain proceedings under Section 281 of the Companies Act. Section 98A of the
Companies Act enables a company to purchase and maintain insurance for the
benefit of directors and officers.

         The bye-laws of the Registrant (the "Bye-Laws") provide indemnification
to directors and officers of the Registrant against costs, losses and other
expenses arising from actions taken in such capacity, other than those arising
from any wilful negligence, wilful default, fraud or dishonesty. Further, the
Bye-Laws provide for indemnification of liabilities incurred by any director or
officer in defending any civil or criminal proceeding in which a favorable
judgment is obtained, or in which such officer or director is acquitted, or in
which relief from liability is granted under the Companies Act. The Registrant
maintains liability insurance covering its directors and officers.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

      Exhibit No.          Description

           4*              Form of Stock Certificate

          4.1*             Memorandum of Association of the Registrant

          4.2*             Bye-laws of the Registrant

          4.3*             IPC Holdings, Ltd. Stock Option Plan

           5               Opinion of Conyers Dill & Pearman as to the validity
                           of the securities registered

          23.1             Consent of Conyers Dill & Pearman (included in their
                           opinion filed as Exhibit 5)

          23.2             Consent of Arthur Andersen & Co.

           24              Powers of Attorney (set forth on signature page of 
                           this Registration Statement)

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

*    Incorporated herein by reference to the exhibit in the Registrant's 
     Registration Statement on Form S-1 (Registration No. 333-00088) and any 
     amendments thereto.

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 this 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 this
                  Registration Statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value of securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  and of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement;

                     (iii) To include any material information with respect to 
                  the plan of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in this Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
         are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the 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 hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Sections 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 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such 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 such 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 such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       -2-
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 Pembroke, Bermuda, on December 27, 1996.

                                       By: /s/ JOHN P. DOWLING
                                          --------------------------------
                                           John P. Dowling
                                           President and Chief
                                           Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John P. Dowling and Joseph C.H. Johnson
his true and lawful attorneys-in-fact and agents, each acting alone, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, including post-effective amendments, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, and hereby ratifies and confirms
all his said attorneys-in-fact and agents, each acting alone, or his substitute
or substitutes may lawfully do or cause to be done by virtue thereof.

         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

 /s/ JOSEPH C.H. JOHNSON
--------------------------      Chairman of the Board of
    Joseph C.H. Johnson         of Directors                   December 27, 1996

 /s/ JOHN P. DOWLING            President and Chief
--------------------------      Executive Officer (Principal
    John P. Dowling             Executive Officer)             December 27, 1996

 /s/ JOHN R. WEALE              Vice President (Principal
--------------------------      Financial Officer and 
    John R. Weale               Principal Accounting Officer)  December 27, 1996

 /s/ MICHAEL L. BOURIS
--------------------------      Director                       December 27, 1996
    Michael L. Bouris

                                       -3-
/s/ RON HIRAM
--------------------------      Director                       December 29, 1996
    Ron Hiram

 /s/ FRANK MUTCH
--------------------------      Director                       December 30, 1996
    Frank Mutch

 /s/ JOHN T. SCHMIDT
--------------------------      Director                       December 31, 1996
    John T. Schmidt

 /s/ CLARENCE E. JAMES
--------------------------      Director                       December 27, 1996
    Clarence E. James

                                       -4-
Index to Exhibits

Exhibit No.                  Description

4*                  Form of Stock Certificate

4.1*                Memorandum of Association

4.2*                Bye-laws of the Registrant

4.3*                IPC Holdings, Ltd. Stock Option Plan

5                   Opinion of Conyers Dill & Pearman regarding the validity of
                    the securities registered

23.1                Consent of Conyers Dill & Pearman (included in their opinion
                    filed as Exhibit 5)

23.2                Consent of Arthur Andersen & Co.

24                  Powers of Attorney (set forth on signature page of this 
                    Registration Statement)

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

*    Incorporated herein by reference to the exhibit in the Registrant's
     Registration Statement on Form S-1 (Registration No. 333-00088) and any 
     amendments thereto.

                                       -5-