As filed with the Securities and Exchange Commission on June 2, 2004.
                              Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  NYMAGIC, INC.
               (Exact name of issuer as specified in its charter)

        New York                                        13-3534162
(State of Incorporation)                    (IRS Employer Identification Number)

                 919 Third Avenue, 10th Floor New York, NY 10022
               (Address of Principal Executive Offices) (Zip Code)

                                  NYMAGIC, INC.
                          2004 LONG-TERM INCENTIVE PLAN

                                  NYMAGIC, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                          Paul J. Hart, General Counsel
                                  NYMAGIC, INC.
                          919 Third Avenue, 10th Floor
                               New York, NY 10022
                     (Name and address of agent for service)

                                 (212) 551-0600
          (Telephone number, including area code, of agent for service)

                                    copy to:
                              J. Mark Poerio, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                    1299 Pennsylvania Ave., N.W., 10th Floor
                            Washington, DC 20004-2400
                                 (202) 508-9582
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

 Title of Securities        Amount to be    Proposed Maximum    Proposed Maximum     Amount of
  to be registered         registered (1)    Offering Price         Aggregate       Registration
                                              Per Unit (2)       Offering Price         Fee
<C>                           <C>                <C>               <C>                  <C>
2004 Long-Term Incentive      450,000            $25.78            $11,601,000          $1,469.85
Plan, Common Stock, par
value $1.00 per share
Employee Stock Purchase       50,000             $25.78            $1,289,000           $163.32
Plan, Common Stock, par
value $1.00 per share
                                                                   Total
                                                                   Registration Fee:    $1,633.17
</TABLE>

<PAGE>

(1) Registered  herein are (i) 450,000 shares of the  Registrant's  Common Stock
that may be issued pursuant to its 2004 Long-Term Incentive Plan and (ii) 50,000
shares of the  Registrant's  Common  Stock  that may be issued  pursuant  to its
Employee Stock  Purchase Plan.  Also  registered  hereunder are such  additional
number of shares of Common Stock, presently indeterminable,  as may be necessary
to satisfy the anti-dilution  provisions of the Plans to which this Registration
Statement  relates in accordance with Rule 416 under the Securities Act of 1933,
as amended (the "Securities Act");

(2) Calculated  pursuant to paragraphs (c) and (h) of Rule 457 of the Securities
Act,  the  proposed  maximum  offering  price  per  share  of the  shares  being
registered is estimated  solely for the purpose of determining the  registration
fee,  based  upon  the  average  of the  high and low  prices  per  share of the
Registrant's  Common Stock ($25.78 per share), as reported on the New York Stock
Exchange on May 28, 2004,  which is within five  business days prior to the date
of filing of this Registration Statement.

                                     PART I
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 1. PLAN INFORMATION

        The documents  containing the information  specified in Item 1 of Part I
of this Registration Statement will be sent or given to participants who receive
awards under the NYMAGIC,  INC. 2004  Long-Term  Incentive  Plan or who have the
opportunity to make purchases  under the NYMAGIC,  INC.  Employee Stock Purchase
Plan and, in accordance  with Section 10(a) of the  Securities Act and Rules 424
and 428  promulgated  under the  Securities  Act by the  Securities and Exchange
Commission  (the  "Commission")  are not being filed with,  or included in, this
Registration Statement.

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

        The documents  containing the information  specified in Item 2 of Part I
of  this  Registration  Statement  will  be sent or  given  free  of  charge  to
participants who receive awards under the NYMAGIC, INC. 2004 Long-Term Incentive
Plan or who have the  opportunity  to make  purchases  under the  NYMAGIC,  INC.
Employee  Stock  Purchase  Plan and, in  accordance  with  Section  10(a) of the
Securities Act and Rule 428 promulgated  under the Securities Act, are not being
filed with,  or included in, this  Registration  Statement.  The requests may be
sent to:

                                  NYMAGIC, INC.
                          919 Third Avenue, 10th Floor
                            New York, New York 10022
                            Attn: Paul J. Hart, Esq.



                                       2
<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The  following  documents,  which  the  Registrant  has  filed  with the
Commission, are incorporated by reference in this Registration Statement:

        (i)    the  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended  December 31, 2003,  as filed with the  Commission on March
               15, 2004 (SEC File No. 001-11238);

        (ii)   the Company's Quarterly Report on Form 10-Q for the quarter ended
               March 31, 2004, as filed with the Commission on May 10, 2004 (SEC
               File No. 001-11238);

        (iii)  the  Company's  Current  Reports  on Form 8-K as  filed  with the
               Commission on February 23, 2004,  February 26, 2004, February 26,
               2004,  March 8, 2004,  March 12,  2004,  May 11, 2004 and May 13,
               2004 (SEC File No. 001-11238);

        (iv)   the  description  of the  Company's  Common  Stock  contained  in
               Registration  Statement on Form 8-A, as filed with the Commission
               on July 2, 1992 under  Section 12 of the  Exchange  Act (SEC File
               No. 001-11238);


The  information  incorporated  by  reference is  considered  to be part of this
Registration Statement, and information that the Registrant files later with the
Commission  will  automatically  update  and  supersede  this  information.  All
documents the  Registrant  subsequently  files with the  Commission  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.

Notwithstanding the foregoing, information furnished under Items 9 and 12 of the
Company's Current Reports on Form 8-K,  including the related  exhibits,  is not
incorporated by reference in this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        None.

        Not applicable.


                                       3
<PAGE>



ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 721 of the New York Business  Corporation Law ("NYBCL") provides
that,  in addition  to  indemnification  provided  in Article 7 of the NYBCL,  a
corporation may indemnify a director or officer by a provision  contained in the
certificate of incorporation or bylaws or by a duly authorized resolution of its
stockholders or directors or by agreement,  provided that no indemnification may
be made to or on behalf of any  director or officer if a judgment or other final
adjudication  adverse to the director or officer  establishes that his acts were
committed  in bad faith or were the result of active and  deliberate  dishonesty
and were material to the cause of action so  adjudicated,  or that he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled.

        Section 722(a) of the NYBCL provides that a corporation  may indemnify a
director or officer  made, or threatened to be made, a party to any action other
than a derivative action, whether civil or criminal,  against judgments,  fines,
amounts paid in settlement  and  reasonable  expenses  actually and  necessarily
incurred as a result of such action,  if such director or officer acted, in good
faith,  for a purpose which he reasonably  believed to be in, or not opposed to,
the best interests of the corporation  and, in criminal  actions or proceedings,
in addition, had no reasonable cause to believe that his conduct was unlawful.

        Section 722(c) of the NYBCL provides that a corporation  may indemnify a
director  or  officer,  made or  threatened  to be made a party in a  derivative
action,  against amounts paid in settlement and reasonable expenses actually and
necessarily incurred by him in connection with the defense or settlement of such
action,  or in  connection  with an appeal  therein if such  director or officer
acted,  in good faith,  for a purpose which he reasonably  believed to be in, or
not  opposed  to,  the  best  interests  of  the  corporation,  except  that  no
indemnification  will be available  under Section 722(c) of the NYBCL in respect
of (1) a threatened or pending action which is settled or otherwise disposed of,
or (2) any claim as to which such  director or officer  shall have been adjudged
liable to the corporation, unless and only to the extent that the court in which
the action was  brought,  or, if no action was  brought,  any court of competent
jurisdiction,   determines   upon   application,   that,  in  view  of  all  the
circumstances  of the case,  the  director  or officer is fairly and  reasonably
entitled to indemnity for such portion of the settlement  amount and expenses as
the court deems proper.

        Section  723 of the  NYBCL  specifies  the  manner in which  payment  of
indemnification  under  Section  722 of the NYBCL or  indemnification  permitted
under Section 721 of the NYBCL may be authorized by the corporation. It provides
that  indemnification  by a  corporation  is  mandatory in any case in which the
director or officer has been successful,  whether on the merits or otherwise, in
defending  an action.  In the event that the  director  or officer  has not been
successful or the action is settled,  indemnification  must be authorized by the
appropriate corporate action as set forth in Section 723.

        Section 724 of the NYBCL provides that,  upon  application by a director
or officer,  indemnification  may be awarded by a court to the extent authorized
under  Section  722 and


                                       4
<PAGE>



Section  723 of the  NYBCL.  Section  725 of the NYBCL  contains  certain  other
miscellaneous   provisions   affecting  the  indemnification  of  directors  and
officers.

        Section  726 of the NYBCL  authorizes  a  corporation  to  purchase  and
maintain  insurance to indemnify (1) a corporation  for any obligation  which it
incurs as a result of the  indemnification  of directors and officers  under the
provisions of Article 7 of the NYBCL, (2) directors and officers in instances in
which they may be indemnified by a corporation under the provisions of Article 7
of the NYBCL,  and (3) directors and officers in instances in which they may not
otherwise be  indemnified  by a  corporation  under such  section,  provided the
contract of insurance covering such directors and officers provides, in a manner
acceptable to the New York State  Superintendent  of Insurance,  for a retention
amount and for co-insurance.

        Article V of the Registrant's  By-laws provides that the Registrant will
indemnify each person who serves as director or officer of the Registrant to the
fullest  extent  permissible  under the NYBCL and the Insurance Law of New York.
Specifically,  and subject to the applicable  provisions of the NYBCL, Article V
of the By-laws (i) permits the  Registrant to indemnify a director or a director
and officer of the Registrant  ("Indemnitee")  made, or threatened to be made, a
party to an action,  suit or proceeding by or in the right of the  Registrant to
procure a judgment in its favor,  and (ii) requires the  Registrant to indemnify
an Indemnitee  made,  or  threatened  to be made, a party to an action,  suit or
proceeding  including,  without limitation,  one by or in the right of any other
corporation of any type or kind, domestic or foreign, or any partnership,  joint
venture, trust, employee benefit plan or other enterprise, which such Indemnitee
served in any capacity at the request of the  Registrant,  to procure a judgment
in its favor,  (other than an action,  suit or proceeding  referred to in clause
(i)), whether civil, criminal, administrative or investigative, by reason of the
fact that he,  his  testator  or  intestate,  was a director  or a director  and
officer of the Registrant, or served such other corporation,  partnership, joint
venture,  trust,  employee  benefit plan or other  enterprise  in any  capacity,
against judgments,  fines,  amounts paid in settlement and reasonable  expenses,
including attorneys' fees, actually and necessarily incurred as a result of such
action, suit or proceeding,  or any appeal therein, provided that the Indemnitee
acted in good faith, for a purpose which he reasonably  believed to be in, or in
the case of service for any other corporation or any partnership, joint venture,
trust,  employee  benefit  plan or other  enterprise,  not  opposed to, the best
interests  of the  Registrant  and, in  criminal  actions  and  proceedings,  in
addition,  had no reasonable cause to believe that his conduct was unlawful; and
further  provided  that the  Registrant  shall not be required to  indemnify  an
Indemnitee  with  respect to any action,  suit or  proceeding  commenced by such
Indemnitee, or any counterclaim,  cross-claim,  or third-party claim asserted by
the Indemnitee against the Registrant.

        Directors  and  officers  of  the  Registrant  are  also  provided  with
indemnification against certain liabilities pursuant to a directors and officers
liability insurance policy.  Coverage is afforded for any loss that the insureds
become legally obligated to pay by reason of any claim or claims (including with
respect to  employment  practices or  securities  claims) first made against the
insured's or any of them during the policy  period from any  wrongful  acts that
are actually or allegedly caused,  committed or attempted by the insured's prior
to the end of the  policy  period.  Wrongful  acts are  defined as any actual or
alleged error,  misstatement,  misleading statement or act, omission, neglect or
breach of duty by the insured's  while acting in their  individual or collective
capacities  as  directors  or officers of the  Registrant,  or any other  matter
claimed  against



                                       5
<PAGE>



them by reason of their being directors or officers of the  Registrant.  Certain
of  the   Registrant's   directors  are  provided,   by  their  employer,   with
indemnification  against  certain  liabilities  incurred  as  directors  of  the
Registrant.

        The  Registrant  in the past has entered  into  underwriting  agreements
which  provide  for  indemnification,   under  certain  circumstances,   of  the
Registrant, its officers and its directors by the underwriters.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

EXHIBIT
NO.            DESCRIPTION

4.1            NYMAGIC, INC. 2004 Long-Term Incentive Plan (included as Appendix
               B to Registrant's Definitive Proxy Statement dated April 23, 2004
               on Schedule 14-A,  filed with the Commission on April 26, 2004 in
               connection with the Company's 2004 annual meeting of shareholders
               held  on  May  26,  2004  (SEC  File  No.  001-11238),  which  is
               incorporated herein by reference).

4.2            NYMAGIC,  INC. Employee Share Purchase Plan (included as Appendix
               C to Registrant's Definitive Proxy Statement dated April 23, 2004
               on Schedule 14-A,  filed with the Commission on April 26, 2004 in
               connection with the Company's 2004 annual meeting of shareholders
               held  on  May  26,  2004  (SEC  File  No.  001-11238),  which  is
               incorporated herein by reference).

5.1            Opinion of Paul J. Hart, Esq.

23.1           Consent of KMPG LLP, Independent Auditors.

23.2           Consent of Paul J. Hart, Esq. (included in Exhibit 5.1).

24.1           Powers of Attorney  (included as a part of the signature  page of
               this Registration Statement).

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


                                       6
<PAGE>



                             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.  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
                             end 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 a 20% change in the maximum
                             aggregate   offering   price   set   forth  in  the
                             "Calculation  of  Registration  Fee"  table  in the
                             effective 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 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 with or
furnished to the Commission by the Registrant  pursuant to 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  hereby undertakes that, for purposes 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 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) The  undersigned  Registrant  hereby  undertakes,  that,  insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to  directors,  officers  and  controlling


                                       7
<PAGE>



persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the opinion of the  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.





                                       8
<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,  in the City of New York, State of New York, on this 2nd day of
June, 2004.



                                    NYMAGIC, INC.


                                    By:  /s/ George R. Trumbull, III
                                         ---------------------------
                                         Name:  George R. Trumbull, III
                                         Title: Chief Executive Officer



                                       9
<PAGE>



                                POWER OF ATTORNEY

        Each  person  whose  signature  appears  below  hereby  constitutes  and
appoints George R. Trumbull, III and Paul J. Hart and each of them, the true and
lawful  attorneys-in-fact  and  agents of the  undersigned,  with full  power of
substitution  and  resubstitution,  for and in the name,  place and stead of the
undersigned,  in any  and  all  capacities,  to  sign  any  and  all  amendments
(including  post-effective  amendments) to this  Registration  Statement (or any
registration statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the  Securities Act of 1933) and to cause the same
to be filed,  with all  exhibits  thereto  and  other  documents  in  connection
therewith, with the Securities and Exchange Commission,  hereby granting to said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing whatsoever requisite or desirable to be
done in and about the  premises,  as fully to all  intents  and  purposes as the
undersigned  might or could do in person,  hereby  ratifying and  confirming all
acts and things that said  attorneys-in-fact  and agents,  or either of them, or
their  substitutes or substitute,  may lawfully do or cause to be done by virtue
hereof.

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

<TABLE>
<CAPTION>

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

<S>                                                <C>                                      <C>
/s/ George R. Trumbull, III                        Chairman and Chief Executive Officer     June 2, 2004
---------------------------------
George R. Trumbull, III

/s/  John R. Anderson                              Director                                 June 2, 2004
---------------------------------
John R. Anderson

/s/ Glenn J. Angiolillo                            Director                                 June 2, 2004
---------------------------------
Glenn J. Angiolillo

/s/ John T. Baily                                  Director                                 June 2, 2004
---------------------------------
John T. Baily

/s/ David E. Hoffman                               Director                                 June 2, 2004
---------------------------------
David E. Hoffman

/s/ William J. Michaelcheck                        Director                                 June 2, 2004
---------------------------------
William J. Michaelcheck

/s/ William D. Shaw, Jr.                           Director and Vice Chairman               June 2, 2004
---------------------------------
William D. Shaw, Jr.

/s/ Robert G. Simses                               Director                                 June 2, 2004
---------------------------------
Robert G. Simses

</TABLE>

                                       10
<PAGE>


<TABLE>
<S>                                                <C>                                      <C>
/s/ David W. Young                                 Director                                 June 2, 2004
---------------------------------
David W. Young

/s/ Thomas J. Iacopelli                            Principal Accounting Officer and         June 2, 2004
---------------------------------                  Chief Financial Officer
Thomas J. Iacopelli

</TABLE>





                                       11
<PAGE>



                                INDEX TO EXHIBITS

EXHIBIT
NO.            DESCRIPTION

4.1            NYMAGIC, INC. 2004 Long-Term Incentive Plan (included as Appendix
               B to Registrant's Definitive Proxy Statement dated April 23, 2004
               on Schedule 14-A,  filed with the Commission on April 26, 2004 in
               connection with the Company's 2004 annual meeting of shareholders
               held  on  May  26,  2004  (SEC  File  No.  001-11238),  which  is
               incorporated herein by reference).

4.2            NYMAGIC,  INC. Employee Stock Purchase Plan (included as Appendix
               C to Registrant's Definitive Proxy Statement dated April 23, 2004
               on Schedule 14-A,  filed with the Commission on April 26, 2004 in
               connection with the Company's 2004 annual meeting of shareholders
               held  on  May  26,  2004  (SEC  File  No.  001-11238),  which  is
               incorporated herein by reference).

5.1            Opinion of Paul J. Hart, Esq.

23.1           Consent of KMPG LLP, Independent Auditors.

23.2           Consent of Paul J. Hart, Esq. (included in Exhibit 5.1).

24.1           Powers of Attorney  (included as a part of the signature  page of
               this Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "secsgml_size_bytes": 28917}]
{"company-data": {"conformed-name": "NYMAGIC INC", "cik": "0000847431", "assigned-sic": "6351", "irs-number": "133534162", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116091", "film-number": "04844406"}, "business-address": {"street1": "919 THIRD AVENUE, 10TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2125510600"}, "mail-address": {"street1": "919 THIRD AVENUE, 10TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
As filed with the Securities and Exchange Commission on June 2, 2004.
                              Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  NYMAGIC, INC.
               (Exact name of issuer as specified in its charter)

        New York                                        13-3534162
(State of Incorporation)                    (IRS Employer Identification Number)

                 919 Third Avenue, 10th Floor New York, NY 10022
               (Address of Principal Executive Offices) (Zip Code)

                                  NYMAGIC, INC.
                          2004 LONG-TERM INCENTIVE PLAN

                                  NYMAGIC, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                          Paul J. Hart, General Counsel
                                  NYMAGIC, INC.
                          919 Third Avenue, 10th Floor
                               New York, NY 10022
                     (Name and address of agent for service)

                                 (212) 551-0600
          (Telephone number, including area code, of agent for service)

                                    copy to:
                              J. Mark Poerio, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                    1299 Pennsylvania Ave., N.W., 10th Floor
                            Washington, DC 20004-2400
                                 (202) 508-9582
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of Securities        Amount to be    Proposed Maximum    Proposed Maximum     Amount of
  to be registered         registered (1)    Offering Price         Aggregate       Registration
                                              Per Unit (2)       Offering Price         Fee
2004 Long-Term Incentive      450,000            $25.78            $11,601,000          $1,469.85
Plan, Common Stock, par
value $1.00 per share
Employee Stock Purchase       50,000             $25.78            $1,289,000           $163.32
Plan, Common Stock, par
value $1.00 per share
                                                                   Total
                                                                   Registration Fee:    $1,633.17
(1) Registered  herein are (i) 450,000 shares of the  Registrant's  Common Stock
that may be issued pursuant to its 2004 Long-Term Incentive Plan and (ii) 50,000
shares of the  Registrant's  Common  Stock  that may be issued  pursuant  to its
Employee Stock  Purchase Plan.  Also  registered  hereunder are such  additional
number of shares of Common Stock, presently indeterminable,  as may be necessary
to satisfy the anti-dilution  provisions of the Plans to which this Registration
Statement  relates in accordance with Rule 416 under the Securities Act of 1933,
as amended (the "Securities Act");

(2) Calculated  pursuant to paragraphs (c) and (h) of Rule 457 of the Securities
Act,  the  proposed  maximum  offering  price  per  share  of the  shares  being
registered is estimated  solely for the purpose of determining the  registration
fee,  based  upon  the  average  of the  high and low  prices  per  share of the
Registrant's  Common Stock ($25.78 per share), as reported on the New York Stock
Exchange on May 28, 2004,  which is within five  business days prior to the date
of filing of this Registration Statement.

                                     PART I
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 1. PLAN INFORMATION

        The documents  containing the information  specified in Item 1 of Part I
of this Registration Statement will be sent or given to participants who receive
awards under the NYMAGIC,  INC. 2004  Long-Term  Incentive  Plan or who have the
opportunity to make purchases  under the NYMAGIC,  INC.  Employee Stock Purchase
Plan and, in accordance  with Section 10(a) of the  Securities Act and Rules 424
and 428  promulgated  under the  Securities  Act by the  Securities and Exchange
Commission  (the  "Commission")  are not being filed with,  or included in, this
Registration Statement.

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

        The documents  containing the information  specified in Item 2 of Part I
of  this  Registration  Statement  will  be sent or  given  free  of  charge  to
participants who receive awards under the NYMAGIC, INC. 2004 Long-Term Incentive
Plan or who have the  opportunity  to make  purchases  under the  NYMAGIC,  INC.
Employee  Stock  Purchase  Plan and, in  accordance  with  Section  10(a) of the
Securities Act and Rule 428 promulgated  under the Securities Act, are not being
filed with,  or included in, this  Registration  Statement.  The requests may be
sent to:

                                  NYMAGIC, INC.
                          919 Third Avenue, 10th Floor
                            New York, New York 10022
                            Attn: Paul J. Hart, Esq.

                                       2
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The  following  documents,  which  the  Registrant  has  filed  with the
Commission, are incorporated by reference in this Registration Statement:

        (i)    the  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended  December 31, 2003,  as filed with the  Commission on March
               15, 2004 (SEC File No. 001-11238);

        (ii)   the Company's Quarterly Report on Form 10-Q for the quarter ended
               March 31, 2004, as filed with the Commission on May 10, 2004 (SEC
               File No. 001-11238);

        (iii)  the  Company's  Current  Reports  on Form 8-K as  filed  with the
               Commission on February 23, 2004,  February 26, 2004, February 26,
               2004,  March 8, 2004,  March 12,  2004,  May 11, 2004 and May 13,
               2004 (SEC File No. 001-11238);

        (iv)   the  description  of the  Company's  Common  Stock  contained  in
               Registration  Statement on Form 8-A, as filed with the Commission
               on July 2, 1992 under  Section 12 of the  Exchange  Act (SEC File
               No. 001-11238);

The  information  incorporated  by  reference is  considered  to be part of this
Registration Statement, and information that the Registrant files later with the
Commission  will  automatically  update  and  supersede  this  information.  All
documents the  Registrant  subsequently  files with the  Commission  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.

Notwithstanding the foregoing, information furnished under Items 9 and 12 of the
Company's Current Reports on Form 8-K,  including the related  exhibits,  is not
incorporated by reference in this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        None.

        Not applicable.

                                       3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 721 of the New York Business  Corporation Law ("NYBCL") provides
that,  in addition  to  indemnification  provided  in Article 7 of the NYBCL,  a
corporation may indemnify a director or officer by a provision  contained in the
certificate of incorporation or bylaws or by a duly authorized resolution of its
stockholders or directors or by agreement,  provided that no indemnification may
be made to or on behalf of any  director or officer if a judgment or other final
adjudication  adverse to the director or officer  establishes that his acts were
committed  in bad faith or were the result of active and  deliberate  dishonesty
and were material to the cause of action so  adjudicated,  or that he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled.

        Section 722(a) of the NYBCL provides that a corporation  may indemnify a
director or officer  made, or threatened to be made, a party to any action other
than a derivative action, whether civil or criminal,  against judgments,  fines,
amounts paid in settlement  and  reasonable  expenses  actually and  necessarily
incurred as a result of such action,  if such director or officer acted, in good
faith,  for a purpose which he reasonably  believed to be in, or not opposed to,
the best interests of the corporation  and, in criminal  actions or proceedings,
in addition, had no reasonable cause to believe that his conduct was unlawful.

        Section 722(c) of the NYBCL provides that a corporation  may indemnify a
director  or  officer,  made or  threatened  to be made a party in a  derivative
action,  against amounts paid in settlement and reasonable expenses actually and
necessarily incurred by him in connection with the defense or settlement of such
action,  or in  connection  with an appeal  therein if such  director or officer
acted,  in good faith,  for a purpose which he reasonably  believed to be in, or
not  opposed  to,  the  best  interests  of  the  corporation,  except  that  no
indemnification  will be available  under Section 722(c) of the NYBCL in respect
of (1) a threatened or pending action which is settled or otherwise disposed of,
or (2) any claim as to which such  director or officer  shall have been adjudged
liable to the corporation, unless and only to the extent that the court in which
the action was  brought,  or, if no action was  brought,  any court of competent
jurisdiction,   determines   upon   application,   that,  in  view  of  all  the
circumstances  of the case,  the  director  or officer is fairly and  reasonably
entitled to indemnity for such portion of the settlement  amount and expenses as
the court deems proper.

        Section  723 of the  NYBCL  specifies  the  manner in which  payment  of
indemnification  under  Section  722 of the NYBCL or  indemnification  permitted
under Section 721 of the NYBCL may be authorized by the corporation. It provides
that  indemnification  by a  corporation  is  mandatory in any case in which the
director or officer has been successful,  whether on the merits or otherwise, in
defending  an action.  In the event that the  director  or officer  has not been
successful or the action is settled,  indemnification  must be authorized by the
appropriate corporate action as set forth in Section 723.

        Section 724 of the NYBCL provides that,  upon  application by a director
or officer,  indemnification  may be awarded by a court to the extent authorized
under  Section  722 and

                                       4
Section  723 of the  NYBCL.  Section  725 of the NYBCL  contains  certain  other
miscellaneous   provisions   affecting  the  indemnification  of  directors  and
officers.

        Section  726 of the NYBCL  authorizes  a  corporation  to  purchase  and
maintain  insurance to indemnify (1) a corporation  for any obligation  which it
incurs as a result of the  indemnification  of directors and officers  under the
provisions of Article 7 of the NYBCL, (2) directors and officers in instances in
which they may be indemnified by a corporation under the provisions of Article 7
of the NYBCL,  and (3) directors and officers in instances in which they may not
otherwise be  indemnified  by a  corporation  under such  section,  provided the
contract of insurance covering such directors and officers provides, in a manner
acceptable to the New York State  Superintendent  of Insurance,  for a retention
amount and for co-insurance.

        Article V of the Registrant's  By-laws provides that the Registrant will
indemnify each person who serves as director or officer of the Registrant to the
fullest  extent  permissible  under the NYBCL and the Insurance Law of New York.
Specifically,  and subject to the applicable  provisions of the NYBCL, Article V
of the By-laws (i) permits the  Registrant to indemnify a director or a director
and officer of the Registrant  ("Indemnitee")  made, or threatened to be made, a
party to an action,  suit or proceeding by or in the right of the  Registrant to
procure a judgment in its favor,  and (ii) requires the  Registrant to indemnify
an Indemnitee  made,  or  threatened  to be made, a party to an action,  suit or
proceeding  including,  without limitation,  one by or in the right of any other
corporation of any type or kind, domestic or foreign, or any partnership,  joint
venture, trust, employee benefit plan or other enterprise, which such Indemnitee
served in any capacity at the request of the  Registrant,  to procure a judgment
in its favor,  (other than an action,  suit or proceeding  referred to in clause
(i)), whether civil, criminal, administrative or investigative, by reason of the
fact that he,  his  testator  or  intestate,  was a director  or a director  and
officer of the Registrant, or served such other corporation,  partnership, joint
venture,  trust,  employee  benefit plan or other  enterprise  in any  capacity,
against judgments,  fines,  amounts paid in settlement and reasonable  expenses,
including attorneys' fees, actually and necessarily incurred as a result of such
action, suit or proceeding,  or any appeal therein, provided that the Indemnitee
acted in good faith, for a purpose which he reasonably  believed to be in, or in
the case of service for any other corporation or any partnership, joint venture,
trust,  employee  benefit  plan or other  enterprise,  not  opposed to, the best
interests  of the  Registrant  and, in  criminal  actions  and  proceedings,  in
addition,  had no reasonable cause to believe that his conduct was unlawful; and
further  provided  that the  Registrant  shall not be required to  indemnify  an
Indemnitee  with  respect to any action,  suit or  proceeding  commenced by such
Indemnitee, or any counterclaim,  cross-claim,  or third-party claim asserted by
the Indemnitee against the Registrant.

        Directors  and  officers  of  the  Registrant  are  also  provided  with
indemnification against certain liabilities pursuant to a directors and officers
liability insurance policy.  Coverage is afforded for any loss that the insureds
become legally obligated to pay by reason of any claim or claims (including with
respect to  employment  practices or  securities  claims) first made against the
insured's or any of them during the policy  period from any  wrongful  acts that
are actually or allegedly caused,  committed or attempted by the insured's prior
to the end of the  policy  period.  Wrongful  acts are  defined as any actual or
alleged error,  misstatement,  misleading statement or act, omission, neglect or
breach of duty by the insured's  while acting in their  individual or collective
capacities  as  directors  or officers of the  Registrant,  or any other  matter
claimed  against

                                       5
them by reason of their being directors or officers of the  Registrant.  Certain
of  the   Registrant's   directors  are  provided,   by  their  employer,   with
indemnification  against  certain  liabilities  incurred  as  directors  of  the
Registrant.

        The  Registrant  in the past has entered  into  underwriting  agreements
which  provide  for  indemnification,   under  certain  circumstances,   of  the
Registrant, its officers and its directors by the underwriters.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

EXHIBIT
NO.            DESCRIPTION

4.1            NYMAGIC, INC. 2004 Long-Term Incentive Plan (included as Appendix
               B to Registrant's Definitive Proxy Statement dated April 23, 2004
               on Schedule 14-A,  filed with the Commission on April 26, 2004 in
               connection with the Company's 2004 annual meeting of shareholders
               held  on  May  26,  2004  (SEC  File  No.  001-11238),  which  is
               incorporated herein by reference).

4.2            NYMAGIC,  INC. Employee Share Purchase Plan (included as Appendix
               C to Registrant's Definitive Proxy Statement dated April 23, 2004
               on Schedule 14-A,  filed with the Commission on April 26, 2004 in
               connection with the Company's 2004 annual meeting of shareholders
               held  on  May  26,  2004  (SEC  File  No.  001-11238),  which  is
               incorporated herein by reference).

5.1            Opinion of Paul J. Hart, Esq.

23.1           Consent of KMPG LLP, Independent Auditors.

23.2           Consent of Paul J. Hart, Esq. (included in Exhibit 5.1).

24.1           Powers of Attorney  (included as a part of the signature  page of
               this Registration Statement).

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

                                       6
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.  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
                             end 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 a 20% change in the maximum
                             aggregate   offering   price   set   forth  in  the
                             "Calculation  of  Registration  Fee"  table  in the
                             effective 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 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 with or
furnished to the Commission by the Registrant  pursuant to 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  hereby undertakes that, for purposes 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 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) The  undersigned  Registrant  hereby  undertakes,  that,  insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to  directors,  officers  and  controlling

                                       7
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the opinion of the  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.

                                       8
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,  in the City of New York, State of New York, on this 2nd day of
June, 2004.

                                    NYMAGIC, INC.

                                    By:  /s/ George R. Trumbull, III
                                         ---------------------------
                                         Name:  George R. Trumbull, III
                                         Title: Chief Executive Officer

                                       9
POWER OF ATTORNEY

        Each  person  whose  signature  appears  below  hereby  constitutes  and
appoints George R. Trumbull, III and Paul J. Hart and each of them, the true and
lawful  attorneys-in-fact  and  agents of the  undersigned,  with full  power of
substitution  and  resubstitution,  for and in the name,  place and stead of the
undersigned,  in any  and  all  capacities,  to  sign  any  and  all  amendments
(including  post-effective  amendments) to this  Registration  Statement (or any
registration statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the  Securities Act of 1933) and to cause the same
to be filed,  with all  exhibits  thereto  and  other  documents  in  connection
therewith, with the Securities and Exchange Commission,  hereby granting to said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing whatsoever requisite or desirable to be
done in and about the  premises,  as fully to all  intents  and  purposes as the
undersigned  might or could do in person,  hereby  ratifying and  confirming all
acts and things that said  attorneys-in-fact  and agents,  or either of them, or
their  substitutes or substitute,  may lawfully do or cause to be done by virtue
hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                                          Title                                    Date
---------                                          -----                                    ----
/s/ George R. Trumbull, III                        Chairman and Chief Executive Officer     June 2, 2004
---------------------------------
George R. Trumbull, III

/s/  John R. Anderson                              Director                                 June 2, 2004
---------------------------------
John R. Anderson

/s/ Glenn J. Angiolillo                            Director                                 June 2, 2004
---------------------------------
Glenn J. Angiolillo

/s/ John T. Baily                                  Director                                 June 2, 2004
---------------------------------
John T. Baily

/s/ David E. Hoffman                               Director                                 June 2, 2004
---------------------------------
David E. Hoffman

/s/ William J. Michaelcheck                        Director                                 June 2, 2004
---------------------------------
William J. Michaelcheck

/s/ William D. Shaw, Jr.                           Director and Vice Chairman               June 2, 2004
---------------------------------
William D. Shaw, Jr.

/s/ Robert G. Simses                               Director                                 June 2, 2004
---------------------------------
Robert G. Simses
10
/s/ David W. Young                                 Director                                 June 2, 2004
---------------------------------
David W. Young

/s/ Thomas J. Iacopelli                            Principal Accounting Officer and         June 2, 2004
---------------------------------                  Chief Financial Officer
Thomas J. Iacopelli
11
INDEX TO EXHIBITS

EXHIBIT
NO.            DESCRIPTION

4.1            NYMAGIC, INC. 2004 Long-Term Incentive Plan (included as Appendix
               B to Registrant's Definitive Proxy Statement dated April 23, 2004
               on Schedule 14-A,  filed with the Commission on April 26, 2004 in
               connection with the Company's 2004 annual meeting of shareholders
               held  on  May  26,  2004  (SEC  File  No.  001-11238),  which  is
               incorporated herein by reference).

4.2            NYMAGIC,  INC. Employee Stock Purchase Plan (included as Appendix
               C to Registrant's Definitive Proxy Statement dated April 23, 2004
               on Schedule 14-A,  filed with the Commission on April 26, 2004 in
               connection with the Company's 2004 annual meeting of shareholders
               held  on  May  26,  2004  (SEC  File  No.  001-11238),  which  is
               incorporated herein by reference).

5.1            Opinion of Paul J. Hart, Esq.

23.1           Consent of KMPG LLP, Independent Auditors.

23.2           Consent of Paul J. Hart, Esq. (included in Exhibit 5.1).

24.1           Powers of Attorney  (included as a part of the signature  page of
               this Registration Statement).