As filed with the Securities and Exchange Commission on March 13, 2000

                                                             File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                 ESG RE LIMITED
             (Exact name of registrant as specified in its charter)

            BERMUDA                                             NOT APPLICABLE
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                           Skandia International House
                                16 Church Street
                            Hamilton, HM 11, Bermuda
               (Address of Principal Executive Offices) (Zip Code)

                                 ESG RE LIMITED
                           2000 RESTRICTED STOCK PLAN
                              (Full Title of Plan)


                                 ESG Re Limited
                            c/o CT Corporation System
                                  1633 Broadway
                            New York, New York 10019
                     (Name and address of agent for service)

                                 (212) 664-1666
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             RICHARD M. KOSNIK, ESQ.
                       Clifford Chance Rogers & Wells LLP
                                 200 Park Avenue
                            New York, New York 10166

                         CALCULATION OF REGISTRATION FEE
================================================================================
 Title of Securities    Amount to be    Proposed        Proposed       Amount of
 to be Registered       Registered      Maximum         Maximum     Registration
                                      Offering Price    Aggregate       Fee
                                       Per Share*    Offering Price*
--------------------------------------------------------------------------------
Common Stock, par
value $1.00 per share   2,000,000       $4.125        $8,250,000       $2,178.00
================================================================================

*    Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(h)(1) of the  Securities  Act of 1933, as amended,  on
     the basis of the  average  of the high and low prices of  Company's  Common
     Stock reported on the Nasdaq  National  Market on March 8, 2000.



<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Pursuant  to the  requirements  of the  Note to Part I of Form S-8 and Rule
428(b)(1)  of the Rules  under  the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), the information required by Part I of Form S-8 is included in
a Booklet dated March 13, 2000  distributed  to the  participants  in the ESG Re
Limited 2000 Restricted Stock Plan (the "Plan"). That Booklet, together with the
documents  incorporated  by  reference  pursuant  to  Item 3 of  Part II of this
Registration  Statement,  constitutes  a Section 10(a)  Prospectus.  The Company
shall provide to participants in the Plan a written  statement  advising them of
the  availability  without  charge,  upon written or oral request,  of documents
incorporated  by  reference  herein,  as is required by Item 2 of Part I of Form
S-8.



                                       2
<PAGE>


                                     PART II


Item 3. Incorporation of Documents by Reference

     The following  documents are incorporated by reference in this Registration
Statement:

     (a) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1998.

     (b) The Company's  Quarterly Reports on From 10-Q for the calendar quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999.

     (c) The  Company's  Current  Reports on Form 8-K filed  December  16, 1999,
December 28, 1999 and January 4, 2000;

     (d) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since December 31, 1998.

     (e)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's  registration  statement under Section 12 of the Exchange Act relating
to the Company's  Common Stock,  including any amendment or report filed for the
purpose of updating that description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of 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, will be deemed incorporated by
reference in this  Registration  Statement and to be part of it from the date of
filing of those 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  Bermudian  company  may  indemnify  its  directors,
officers and auditors  against any liability  which arises by virtue of any rule
of Bermudian  law with  respect to any  negligence,  default,  breach of duty or
breach of trust  except in cases  where  such  liability  arises  from  fraud or
dishonesty of which such director,  officer or auditor may be guilty in relation
to the  Company.  Section  98 of  the  Companies  Act  further  provides  that a
Bermudian company may indemnify its directors,  officer and auditors against any
liability  incurred  by them in  defending  any  proceedings,  whether  civil or
criminal,  in which  judgment is awarded in their favor or they are acquitted or
in which they are acquitted or granted relief by the Supreme Court of Bermuda in
certain proceedings arising under Section 281 of the Companies Act.

     The Company has adopted  provisions in its  Memorandum of  Association  and
Bye-Laws  that  provide  that the  Company  shall  indemnify  its  officers  and
directors to the maximum extent  permitted  under the Companies Act. The Company
also has issued a deed of indemnity for the benefit of directors and officers to
provide them with the maximum  indemnification  allowed under its  Memorandum of
Association, Bye-Laws and the Companies Act.

Item 7. Exemption from Registration Claimed.

     Not Applicable.


                                       3
<PAGE>


Item 8. Exhibits.

     The following documents are filed with or incorporated by reference in this
Registration Statement:

Exhibit 5.     Opinion of  Appleby,  Spurling & Kempe as to the  legality of
               Common Shares being registered.

Exhibit 24.    Consents of Experts and Counsel.

Exhibit 25.1   Power  of  Attorney  (included  on  signature  page of this
               registration statement).


                                       4
<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 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.

          (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  hereby  undertakes  that, for purposes of
determining  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
that is incorporated by reference in this Registration Statement shall be deemed
to be a new Registration  Statement  relating to the securities  offered herein,
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 provisions  described in Item 15, 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 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 Act and will be governed by the final adjudication of
such issue.


                                       5
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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, on this 13th day of March, 2000.

                                                      ESG RE LIMITED

                                                      By /s/Joan H. Dillard
                                                      ---------------------
                                                      Joan H. Dillard
                                                      Chief Financial Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints John C Head III and Joan H. Dillard,  and each of
them, as his or her true and lawful  attorney-in-fact and agent, with sole power
of  substitution,  to sign for him or her and in his or her name, in any and all
capacities,   all  amendments  (including  post-effective   amendments)  to  the
Registration  Statement to which this power of attorney is attached, and to file
all such  amendments and all exhibits to them and other documents to be filed in
connection with them, with the Securities and Exchange Commission.

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

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.


<TABLE>
<CAPTION>
         Name                                    Title                                        Date
         ----                                    -----                                        ----
<S>                                 <C>                                                <C>
 /s/ John C Head III                Chief   Executive   Officer  and  Director         March 13, 2000
--------------------------------    (Principal Executive Officer)
   John C Head III


 /s/ Joan H. Dillard                Chief Financial Officer                            March 13, 2000
--------------------------------    (Principal    Financial   and   Accounting
   Joan H. Dillard                  Officer)


  /s/ Gerald Moller                 Director                                           March 13, 2000
--------------------------------
    Gerald Moller


s/ Steven H. Debrovner              Director                                           March 13, 2000
-------------------------------
 Steven H. Debrovner


 /s/ Edward A. Tilly                Director                                           March 13, 2000
-------------------------------
   Edward A. Tilly

                                    Director
/s/ David L. Newkirk                                                                   March 13, 2000
-------------------------------
  David L. Newkirk

                                    Authorized  Representative  in the  United         March 13, 2000
 /s/ John C Head III                States
 -------------------------------
 John C  Head III
</TABLE>


                                       6
<PAGE>


                                  EXHIBIT INDEX


                                                              Page in Sequential
Exhibit                                                        Numbering System
-------                                                        ----------------
Exhibit 5.1  Opinion of Appleby, Spurling & Kempe as to the
             Legality of Common Shares being registered............... 8

Exhibit 24.1 Consent of Appleby, Spurling & Kempe (attorneys)
             included in Exhibit 5.1

Exhibit 24.2 Consent of Deloitte & Touche LLP (accountants).......... 12

Exhibit 25.1 Power of Attorney - (included on signature page
             of this Registration Statement)



                                       7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14347}]
{"company-data": {"conformed-name": "ESG RE LTD", "cik": "0001049624", "assigned-sic": "6311", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32302", "film-number": "567944"}, "business-address": {"street1": "SKANDIA INTERNATIONAL HOUSE", "street2": "16 CHURCH STREET, HAMILTON", "city": "BERMUDA", "state": "D0", "phone": "4412952185"}, "mail-address": {"street1": "SKANDIA INTERNATIONAL HOUSE", "street2": "16 CHURCH STREET", "city": "BERMUDA"}}
As filed with the Securities and Exchange Commission on March 13, 2000

                                                             File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                 ESG RE LIMITED
             (Exact name of registrant as specified in its charter)

            BERMUDA                                             NOT APPLICABLE
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                           Skandia International House
                                16 Church Street
                            Hamilton, HM 11, Bermuda
               (Address of Principal Executive Offices) (Zip Code)

                                 ESG RE LIMITED
                           2000 RESTRICTED STOCK PLAN
                              (Full Title of Plan)

                                 ESG Re Limited
                            c/o CT Corporation System
                                  1633 Broadway
                            New York, New York 10019
                     (Name and address of agent for service)

                                 (212) 664-1666
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                             RICHARD M. KOSNIK, ESQ.
                       Clifford Chance Rogers & Wells LLP
                                 200 Park Avenue
                            New York, New York 10166

                         CALCULATION OF REGISTRATION FEE
================================================================================
 Title of Securities    Amount to be    Proposed        Proposed       Amount of
 to be Registered       Registered      Maximum         Maximum     Registration
                                      Offering Price    Aggregate       Fee
                                       Per Share*    Offering Price*
--------------------------------------------------------------------------------
Common Stock, par
value $1.00 per share   2,000,000       $4.125        $8,250,000       $2,178.00
================================================================================

*    Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(h)(1) of the  Securities  Act of 1933, as amended,  on
     the basis of the  average  of the high and low prices of  Company's  Common
     Stock reported on the Nasdaq  National  Market on March 8, 2000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Pursuant  to the  requirements  of the  Note to Part I of Form S-8 and Rule
428(b)(1)  of the Rules  under  the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), the information required by Part I of Form S-8 is included in
a Booklet dated March 13, 2000  distributed  to the  participants  in the ESG Re
Limited 2000 Restricted Stock Plan (the "Plan"). That Booklet, together with the
documents  incorporated  by  reference  pursuant  to  Item 3 of  Part II of this
Registration  Statement,  constitutes  a Section 10(a)  Prospectus.  The Company
shall provide to participants in the Plan a written  statement  advising them of
the  availability  without  charge,  upon written or oral request,  of documents
incorporated  by  reference  herein,  as is required by Item 2 of Part I of Form
S-8.

                                       2
PART II

Item 3. Incorporation of Documents by Reference

     The following  documents are incorporated by reference in this Registration
Statement:

     (a) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1998.

     (b) The Company's  Quarterly Reports on From 10-Q for the calendar quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999.

     (c) The  Company's  Current  Reports on Form 8-K filed  December  16, 1999,
December 28, 1999 and January 4, 2000;

     (d) All other  reports  filed by the Company  pursuant to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since December 31, 1998.

     (e)  The  description  of  the  Company's  Common  Stock  contained  in the
Company's  registration  statement under Section 12 of the Exchange Act relating
to the Company's  Common Stock,  including any amendment or report filed for the
purpose of updating that description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of 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, will be deemed incorporated by
reference in this  Registration  Statement and to be part of it from the date of
filing of those 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  Bermudian  company  may  indemnify  its  directors,
officers and auditors  against any liability  which arises by virtue of any rule
of Bermudian  law with  respect to any  negligence,  default,  breach of duty or
breach of trust  except in cases  where  such  liability  arises  from  fraud or
dishonesty of which such director,  officer or auditor may be guilty in relation
to the  Company.  Section  98 of  the  Companies  Act  further  provides  that a
Bermudian company may indemnify its directors,  officer and auditors against any
liability  incurred  by them in  defending  any  proceedings,  whether  civil or
criminal,  in which  judgment is awarded in their favor or they are acquitted or
in which they are acquitted or granted relief by the Supreme Court of Bermuda in
certain proceedings arising under Section 281 of the Companies Act.

     The Company has adopted  provisions in its  Memorandum of  Association  and
Bye-Laws  that  provide  that the  Company  shall  indemnify  its  officers  and
directors to the maximum extent  permitted  under the Companies Act. The Company
also has issued a deed of indemnity for the benefit of directors and officers to
provide them with the maximum  indemnification  allowed under its  Memorandum of
Association, Bye-Laws and the Companies Act.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

                                       3
Item 8. Exhibits.

     The following documents are filed with or incorporated by reference in this
Registration Statement:

Exhibit 5.     Opinion of  Appleby,  Spurling & Kempe as to the  legality of
               Common Shares being registered.

Exhibit 24.    Consents of Experts and Counsel.

Exhibit 25.1   Power  of  Attorney  (included  on  signature  page of this
               registration statement).

                                       4
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 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.

          (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  hereby  undertakes  that, for purposes of
determining  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
that is incorporated by reference in this Registration Statement shall be deemed
to be a new Registration  Statement  relating to the securities  offered herein,
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 provisions  described in Item 15, 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 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 Act and will be governed by the final adjudication of
such issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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, on this 13th day of March, 2000.

                                                      ESG RE LIMITED

                                                      By /s/Joan H. Dillard
                                                      ---------------------
                                                      Joan H. Dillard
                                                      Chief Financial Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints John C Head III and Joan H. Dillard,  and each of
them, as his or her true and lawful  attorney-in-fact and agent, with sole power
of  substitution,  to sign for him or her and in his or her name, in any and all
capacities,   all  amendments  (including  post-effective   amendments)  to  the
Registration  Statement to which this power of attorney is attached, and to file
all such  amendments and all exhibits to them and other documents to be filed in
connection with them, with the Securities and Exchange Commission.

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

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.
Name                                    Title                                        Date
         ----                                    -----                                        ----
/s/ John C Head III                Chief   Executive   Officer  and  Director         March 13, 2000
--------------------------------    (Principal Executive Officer)
   John C Head III

 /s/ Joan H. Dillard                Chief Financial Officer                            March 13, 2000
--------------------------------    (Principal    Financial   and   Accounting
   Joan H. Dillard                  Officer)

  /s/ Gerald Moller                 Director                                           March 13, 2000
--------------------------------
    Gerald Moller

s/ Steven H. Debrovner              Director                                           March 13, 2000
-------------------------------
 Steven H. Debrovner

 /s/ Edward A. Tilly                Director                                           March 13, 2000
-------------------------------
   Edward A. Tilly

                                    Director
/s/ David L. Newkirk                                                                   March 13, 2000
-------------------------------
  David L. Newkirk

                                    Authorized  Representative  in the  United         March 13, 2000
 /s/ John C Head III                States
 -------------------------------
 John C  Head III
6
EXHIBIT INDEX

                                                              Page in Sequential
Exhibit                                                        Numbering System
-------                                                        ----------------
Exhibit 5.1  Opinion of Appleby, Spurling & Kempe as to the
             Legality of Common Shares being registered............... 8

Exhibit 24.1 Consent of Appleby, Spurling & Kempe (attorneys)
             included in Exhibit 5.1

Exhibit 24.2 Consent of Deloitte & Touche LLP (accountants).......... 12

Exhibit 25.1 Power of Attorney - (included on signature page
             of this Registration Statement)

                                       7