SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549
                                    --------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                                 --------------

                               TRENWICK GROUP LTD.
             (Exact name of registrant as specified in its charter)

           Bermuda                                         98-0232340
 -------------------------------------------------------------------------------
 (State or other jurisdiction of                       (I.R.S. Employer
  Incorporation or Organization)                  Employer Identification No.)

        Continental Building
        25 Church Street
        Hamilton HM 12 Bermuda                               Not applicable
 -------------------------------------------------------------------------------
(Address of Principal Executive Offices)                       (Zip Code)

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

                                 COLEMAN D. ROSS
               EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER
                               TRENWICK GROUP LTD.
                              CONTINENTAL BUILDING
                                25 CHURCH STREET
                                 HAMILTON HM 12
                                     BERMUDA
                                 (441) 292-3339
 (Name, Address, including Zip Code, and Telephone Number, including Area Code,
                              of Agent for Service)
                               ------------------

         Trenwick Group Ltd. Non-Employee Director Equity Incentive Plan
                Trenwick Group Ltd. Employee Share Purchase Plan

                           (Full titles of the plans)



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


                                       1
<PAGE>

                         CALCULATION OF REGISTRATION FEE
  ==============================================================================
                                      Proposed     Proposed
      Title of           Amount       Maximum      Maximum
     Securities           to be       Offering     Aggregate       Amount of
       to be           Registered      price       Offering        Registration
     Registered          (1) (2)     per share(3)  Price (3)       Fee
  -------------------- -----------   ------------  -----------    --------------


  Common Shares, par     400,000      $19.675      $7,870,000       $1,967.50
  value $0.10 per
  share (including the
  associated rights)(4)
  ==============================================================================

  (1)  Represents 100,000 common shares issuable under the Trenwick Group Ltd.
       2001 Non-Employee Director Equity Incentive Plan  and 300,000 common
       shares issuable under the Trenwick Group Ltd. Employee Share Purchase
       Plan.
  (2)  This Registration Statement shall also cover any additional common shares
       that become issuable under the Trenwick Group Ltd. 2001 Non-Employee
       Director Equity Incentive Plan and Trenwick Group Ltd. Employee Share
       Purchase Plan by reason of any share dividend, share split,
       recapitalization or other similar transaction effected without the
       Registrant's receipt of consideration which results in an increase in the
       number of the Registrant'outstanding common shares.
   (3) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
       amended, solely for the purpose of computing the registration fee, based
       upon the average of the high and low prices of the common shares reported
       on the New York Stock Exchange on May 7, 2001.
  (4)  Includes associated rights to purchase one one-hundredths of a share of
       Trenwick Series A First Preference Shares. Until the occurrence of
       certain prescribed events, such rights are not exercisable. Such rights
       are evidenced by the certificates representing Trenwick common shares and
       will be transferred only with such shares.
  ------------------------------------------------------------------------------

























                                       2


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 (plan
information, registrant information and employee plan annual information) will
be sent or given to employees and participants as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have heretofore been filed by Trenwick
Group Ltd. (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1933 (the "Securities
Act"), as amended and the Securities Exchange Act of 1934 (the "Exchange Act"),
are hereby incorporated by reference in this Registration Statement:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.

         (b) The description of the Company's capital stock contained in the
Company's Registration Statement on Form S-4 (File No. 333-44290), including any
amendments or reports filed for the purpose of updating such description.

         (c) The description of the Company's Series A First Preference Share
Rights contained in the Company's Registration Statement on Form 8-A (File No.
1-16089), including any amendments or reports filed for the purpose of updating
such description.

         All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


                                       3
<PAGE>

Item 6.  Indemnification of Directors and Officers.

         Pursuant to the provisions of the Companies Act 1981 of Bermuda, the
Company has adopted provisions in its Bye-Laws which require it to indemnify its
directors and officers in certain circumstances and specifically to indemnify
its directors and officers against all amounts actually and reasonably incurred
to the Company or its shareholders by reason of a breach of duty to the Company,
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action, suit or proceeding, had no reasonable
cause to believe that the conduct was unlawful, and except for any claim, issue
or matter as to which such person shall have been finally adjudged to be liable
for willful negligence, willful default, fraud or dishonesty in the performance
of the duty to the Company.

         The Company also maintains insurance on its directors and officers,
which covers liabilities under the federal securities laws.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1         Specimen Stock Certificate (incorporated by reference from
                     Exhibit 4.2 to the Company's Registration Statement on Form
                     S-4 (File No. 333-44290).

         5.1         Opinion of Appleby Spurling & Kempe as to the legality of
                     the securities offered.

         23.1        Consent of Appleby Spurling & Kempe (included in Exhibit
                     5.1).

         23.2        Consent of PricewaterhouseCoopers LLP.

         23.3        Consent of Deloitte & Touche.

         23.4        Consent of KMPG Peat Marwick.

         24.1        Power of Attorney (included on page 6 of this Registration
                     Statement).

         99.1        Trenwick Group Ltd. 2001 Non-Employee Director Equity
                     Incentive Plan.

         99.2        Trenwick Group Ltd. Employee Share Purchase Plan.

Item 9.  Undertakings.

         The Company hereby undertakes:

         (a)(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;

                                       4
<PAGE>

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the Registration Statement; and

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

         (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 that remain unsold at the termination of
the offering.

         (4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company'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.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 6 above, or otherwise,
the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Hamilton, Country of Bermuda, on the 11th day of May,
2001.


                                           TRENWICK GROUP LTD.



                                           By:  /s/ James F. Billett, Jr.
                                           ------------------------------
                                           James F. Billett, Jr.
                                           Chairman of the Board, President and
                                           Chief Executive Officer


                                       5
<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each officer and director of
Trenwick Group Ltd. whose signature follows constitutes and appoints each of
James F. Billett, Jr. and Coleman D. Ross as such person's true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
of and supplements to this Registration Statement on Form S-8, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
to all intents and purposes and as fully as such person might or could do in
person, hereby ratifying and confirming all that each such attorney-in-fact and
agent, or a substitute or substitutes, 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 by the following persons in the
capacities and on the date or dates indicated.


         Signature                                              Date
         ---------                                              ----

/s/ James F. Billett, Jr.                                          May 11, 2001
-----------------------------
James F. Billett, Jr.
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)


/s/ Coleman D. Ross                                                May 11, 2001
-----------------------------
Coleman D. Ross
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)


/s/ W. Marston Becker                                              May 11, 2001
-----------------------------
W. Marston Becker
Director


/s/ Anthony S. Brown                                               May 11, 2001
-----------------------------
Anthony S. Brown
Director


/s/ Richard E. Cole                                                May 11, 2001
-----------------------------
Richard E. Cole
Director


/s/ Robert M. DeMichele                                            May 11, 2001
-----------------------------
Robert M. DeMichele
Director


                                       6
<PAGE>


/s/ Robert V. Deutsch                                              May 11, 2001
-----------------------------
Robert V. Deutsch
Director


/s/ Neil Dunn                                                      May 11, 2001
-----------------------------
Neil Dunn
Director


/s/ Clement S. Dwyer, Jr.                                          May 11, 2001
-----------------------------
Clement S. Dwyer, Jr.
Director


/s/ Frank E. Grzelecki                                             May 11, 2001
-----------------------------
Frank E. Grzelecki
Director


/s/ P. Anthony Jacobs                                              May 11, 2001
-----------------------------
P. Anthony Jacobs
Director


/s/ Peter J. Rackley                                               May 11, 2001
-----------------------------
Peter J. Rackley
Director


/s/ Joseph D. Sargent                                              May 11, 2001
-----------------------------
Joseph D. Sargent
Director


/s/ Frederick D. Watkins                                           May 11, 2001
-----------------------------
Frederick D. Watkins
Director


/s/ Stephen R. Wilcox                                              May 11, 2001
-----------------------------
Stephen R. Wilcox
Director


                                       7

<PAGE>



                                  EXHIBIT INDEX


Exhibit
  No.
-------

4.1      Specimen Stock Certificate (incorporated by reference from
         Exhibit 4.2 to the Company's Registration Statement on Form S-4
         (File No. 333-44290).

5.1      Opinion of Appleby Spurling & Kempe as to the legality of the
         securities offered.

23.1     Consent of Appleby Spurling & Kempe (included in Exhibit 5.1).

23.2     Consent of PricewaterhouseCoopers LLP.

23.3     Consent of Deloitte & Touche.

23.4     Consent of KMPG Peat Marwick.

24.1     Power of Attorney (included on page 6 of this Registration Statement).

99.1     Trenwick Group Ltd. 2001 Non-Employee Director Equity Incentive Plan.

99.2     Trenwick Group Ltd. Employee Share Purchase Plan.



                                       8
<PAGE>


                                                                   Exhibit 5.1
                                                                   May 11, 2001

Trenwick Group Ltd.
Continental Building
25 Church Street
Hamilton HM 12
Bermuda

Dear Sirs:

Re:      Trenwick Group Ltd. (the "Company") - SEC Registration Statement

You have asked us to render this opinion in our capacity as your counsel as to
Bermuda law in connection with the registration under the Securities Act of
1933, as amended, of the United States of America (the "Securities Act"), by
Trenwick Group Ltd., a company organized under the laws of Bermuda (the
"Company") of a Registration Statement on Form S-8 and related documents (the
"Registration Statement") in relation to 100,000 common shares, par value $.10
per share and 300,000 common shares, par value $.10 per share (the "Shares"),
and the associated Common Share Purchase Rights (the "Rights") issuable by the
Company under the 2001 Trenwick Group Ltd. Non-Employee Director Incentive Plan
and the Trenwick Group Ltd. Employee Share Purchase Plan (together, the
"Plans"), respectively.

For the purposes of this opinion we have examined and relied upon the documents
listed in the Schedule to this opinion (the "Documents").

Assumptions

In stating our opinion we have assumed:

(a)      The authenticity, accuracy and completeness of all Documents submitted
         to us as originals and the conformity to authentic original Documents
         of all Documents submitted to us as certified, conformed, notarised,
         faxed or photostatic copies.

(b)      The genuineness of all signatures on the Documents.

(c)      The authority, capacity and power of each of the persons signing the
         Documents which we have reviewed (other than the Directors or Officers
         of the Company).

(d)      That any factual statements made in any of the Documents are true,
         accurate and complete.

(e)      That the records which were the subject of the Company Search were
         complete and accurate at the time of such search and disclosed all
         information which is material for the purposes of this opinion and such
         information has not since the date of the Company Search been
         materially altered.

(f)      That the records which were the subject of the Litigation Search were
         complete and accurate at the time of such search and disclosed all
         information which is material for the purposes of this opinion and such
         information has not since the date of the Litigation Search been
         materially altered.

                                       9
<PAGE>


Opinion

         Based upon and subject to the foregoing and subject to the reservations
set out below and to any matters not disclosed to us, we are of the opinion
that:

(1)      The Company is an exempted company validly  organised and existing and
         in good standing under the laws of Bermuda.

(2)      All necessary corporate action required to be taken by the Company in
         connection with the issue by the Company of the Shares pursuant to
         Bermuda law has been taken by or on behalf of the Company, and all
         necessary approvals of Governmental authorities in Bermuda have been
         duly obtained for the issue by the Company of the Shares.

(3)      When issued pursuant to the Resolutions and delivered against payment
         therefor in the circumstances referred to or summarised in the
         Registration Statement, the Shares will be validly issued, fully paid
         and non-assessable shares in the capital of the Company.

(4)      There are no taxes, duties or other charges payable to or chargeable by
         the Government of Bermuda, or any authority or agency thereof in
         respect of the issue of the Shares.

Reservations

We have the following reservations:

(a)      We express no opinion as to any law other than Bermuda law and none of
         the opinions expressed herein relates to compliance with or matters
         governed by the laws of any jurisdiction except Bermuda. This opinion
         is limited to Bermuda law as applied by the courts of Bermuda at the
         date hereof.

(b)      In paragraph (1) above, the term "good standing" means only that the
         Company has received a Certificate of Compliance from the Registrar of
         Companies in Hamilton Bermuda which confirms that the Company has
         neither failed to make any filing with any Bermuda governmental
         authority nor to pay any Bermuda government fee or tax, which might
         make it liable to be struck off the Registrar of Companies and thereby
         cease to exist under the laws of Bermuda.

(c)      Any reference in this opinion to shares being "non-assessable" shall
         mean, in relation to fully paid shares of the Company and subject to
         any contrary provision in any agreement in writing between such company
         and the holder of such shares, that no shareholder shall be bound by an
         alteration to the Memorandum of Association or Bye-laws of the Company
         after the date on which he became a shareholder, if and so far as the
         alteration requires him to take, or subscribe for additional shares, or
         in any way increases his liability to contribute to the share capital
         of, or otherwise to pay money to, the Company.

(d)      Searches of the Register of Companies at the office of the Registrar of
         Companies and of the Supreme Court Causes Book at the Registry of the
         Supreme Court are not conclusive and it should be noted that the
         Register of Companies and the Supreme Court Causes Book do not reveal:

                                       10
<PAGE>

         (i)      details of matters which have been lodged for filing or
                  registration which as a matter of general practice of the
                  Registrar of Companies would have or should have been
                  disclosed on the public file but have not actually been
                  registered or to the extent that they have been registered
                  have not been disclosed or do not appear in the public records
                  at the date and time the search is concluded; or

         (ii)     details of matters which should have been lodged for
                  registration but have not been lodged for registration at the
                  date the search is concluded.

(e)      In order to issue this opinion we have carried out the Company Search
         as referred to in the Schedule to this opinion and have not enquired as
         to whether there has been any change since the date of such search.

(f)      In order to issue this opinion we have carried out the Litigation
         Search as referred to in the Schedule to this opinion and have not
         enquired as to whether there has been any change since the date of such
         search.

(g)      As to any facts material to the opinions expressed herein that we have
         not independently established or verified, we have relied upon the
         Secretary's Certificate, and have assumed without independent inquiry
         the accuracy of the representations contained therein.

(h)      Where an obligation is to be performed in a jurisdiction other than
         Bermuda, the courts of Bermuda may refuse to enforce it to the extent
         that such performance would be illegal under the laws of, or contrary
         to public policy of, such other jurisdiction.

Disclosure

         This opinion is addressed to you in connection with the filing by the
Company of the Registration Statement with the United States Securities and
Exchange Commission. We consent to the inclusion of this opinion as an exhibit
to the Registration Statement. We also consent to the reference to our firm
under the caption "Validity of Common Stock" in the prospectus included as part
of the Registration Statement.

         This opinion speaks as of its date and is strictly limited to the
matters stated herein and we assume no obligation to review or update this
opinion if applicable law or the existing facts or circumstances should change.

         This opinion is governed by and is to be construed in accordance with
Bermuda law. It is given on the basis that it will not give rise to any legal
proceedings with respect thereto in any jurisdiction other than Bermuda.


Yours faithfully,

/s/ Appleby Spurling & Kempe
------------------------------
    Appleby Spurling & Kempe



                                       11
<PAGE>

                                    SCHEDULE

1.       Certified copy of the Minutes of the Meeting of the  Shareholders  of
         the Company held on 11 May 2001 (the "Resolutions").

2.       Certified  copies of the Memorandum of Association and Bye-Laws of the
         Company  (collectively  referred to as the "Constitutional Documents").

3.       A copy of the registration statement on Form S-8 of the Company
         relating to the Shares and the associated Rights to be filed with the
         SEC (the "Registration Statement").

4.       A copy of the Proxy  Statement  dated 10 April 2001 (the "Proxy
         Statement")  of the Company as filed with the Securities and Exchange
         Commission, Washington, D.C. (the "SEC").

5.       A copy of the 2001 Trenwick Group Ltd. Non-Employee Director Equity
         Incentive Plan.

6.       A copy of the Trenwick Group Ltd. Employee Share Purchase Plan.

7.       A copy of the permission dated 11 May 2001, given by the Bermuda
         Monetary Authority under the Exchange Control Act 1972 and related
         regulations for the issue of the Shares.

8.       The entries and filings shown in respect of the Company on the file of
         the Company maintained in the Registrar of Companies at office of the
         Registrar of Companies in Hamilton, Bermuda, as revealed by a search on
         11 May 2001 (the "Company Search").

9.       The entries and filings shown in respect of the Company in the Supreme
         Court Causes Book maintained at the Registry of the Supreme Court in
         Hamilton, Bermuda, as revealed by a search on 11 May 2001 in respect of
         the Company (the "Litigation Search").

10.      A  Certificate  of  Compliance  dated,  11 May 2001  issued by the
         Ministry  of Finance in respect of the Company.

11.      A  copy  of  the  Trenwick  Group  Ltd. Secretary's Certificate  dated
         2  May  2001  (the  "Secretary's Certificate").

12.      A copy of the Supplemental Listing Application dated 11 May 2001.




                                       12


<PAGE>

                                                                  Exhibit 23.2

                   [LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Trenwick Group Ltd. of our report dated February 7,
2001 relating to the consolidated financial statements of Trenwick Group Ltd.,
which appears in Trenwick Group Ltd.'s 2000 Annual Report to Shareholders, which
is incorporated by reference in its Annual Report on Form 10-K for the year
ended December 31, 2000. We also consent to the incorporation by reference of
our report dated February 7, 2001 relating to the financial statement schedules,
which appears in such Annual Report on Form 10-K.


/s/ PricewaterhouseCoopers LLP
-------------------------------
    PricewaterhouseCoopers LLP


    New York, New York
    May 11, 2001






                                       13

<PAGE>

                                                                   Exhibit 23.3


                        [LETTERHEAD OF DELOITTE & TOUCHE]


                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Trenwick Group Ltd. on Form S-8 of our report dated November 10, 2000 relating
to the consolidated balance sheet of LaSalle Re Holdings Limited and
subsidiaries (the predecessor of Trenwick Group Ltd.) as of December 31, 1999
and the related consolidated statements of operations and comprehensive income,
changes in shareholders' equity and cash flows fro the period from October 1,
1999 to December 31, 1999 and for the year ended September 30, 1999 and all
related schedules, which report is included in the Annual Report on Form 10-K of
Trenwick Group Ltd.



/s/ Deloitte & Touche
-----------------------
DELOITTE & TOUCHE
Chartered Accountants


Hamilton, Bermuda
May 11, 2001








                                       14

<PAGE>



                                                                   Exhibit 23.4


                              [LETTERHEAD OF KPMG]

                          INDEPENDENT AUDITORS' CONSENT


The Board of Directors
Trenwick Group Ltd.

We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Trenwick Group Ltd. of our report dated October 26, 1998, except as
to Note 10, which is as of July 13, 2000, relating to consolidated statements of
operations and comprehensive income, changes in shareholders' equity and cash
flows of LaSalle Re holdings Limited for the year ended September 30, 1998,
which report appears in the Form 10-K for the year ended December 31, 2000 of
Trenwick Group Ltd.

/s/ KPMG
----------------
KPMG
Chartered Accountants


Hamilton, Bermuda
May 11, 2001



                                       15
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SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549
                                    --------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                                 --------------

                               TRENWICK GROUP LTD.
             (Exact name of registrant as specified in its charter)

           Bermuda                                         98-0232340
 -------------------------------------------------------------------------------
 (State or other jurisdiction of                       (I.R.S. Employer
  Incorporation or Organization)                  Employer Identification No.)

        Continental Building
        25 Church Street
        Hamilton HM 12 Bermuda                               Not applicable
 -------------------------------------------------------------------------------
(Address of Principal Executive Offices)                       (Zip Code)

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

                                 COLEMAN D. ROSS
               EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER
                               TRENWICK GROUP LTD.
                              CONTINENTAL BUILDING
                                25 CHURCH STREET
                                 HAMILTON HM 12
                                     BERMUDA
                                 (441) 292-3339
 (Name, Address, including Zip Code, and Telephone Number, including Area Code,
                              of Agent for Service)
                               ------------------

         Trenwick Group Ltd. Non-Employee Director Equity Incentive Plan
                Trenwick Group Ltd. Employee Share Purchase Plan

                           (Full titles of the plans)

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

                                       1
CALCULATION OF REGISTRATION FEE
  ==============================================================================
                                      Proposed     Proposed
      Title of           Amount       Maximum      Maximum
     Securities           to be       Offering     Aggregate       Amount of
       to be           Registered      price       Offering        Registration
     Registered          (1) (2)     per share(3)  Price (3)       Fee
  -------------------- -----------   ------------  -----------    --------------

  Common Shares, par     400,000      $19.675      $7,870,000       $1,967.50
  value $0.10 per
  share (including the
  associated rights)(4)
  ==============================================================================

  (1)  Represents 100,000 common shares issuable under the Trenwick Group Ltd.
       2001 Non-Employee Director Equity Incentive Plan  and 300,000 common
       shares issuable under the Trenwick Group Ltd. Employee Share Purchase
       Plan.
  (2)  This Registration Statement shall also cover any additional common shares
       that become issuable under the Trenwick Group Ltd. 2001 Non-Employee
       Director Equity Incentive Plan and Trenwick Group Ltd. Employee Share
       Purchase Plan by reason of any share dividend, share split,
       recapitalization or other similar transaction effected without the
       Registrant's receipt of consideration which results in an increase in the
       number of the Registrant'outstanding common shares.
   (3) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
       amended, solely for the purpose of computing the registration fee, based
       upon the average of the high and low prices of the common shares reported
       on the New York Stock Exchange on May 7, 2001.
  (4)  Includes associated rights to purchase one one-hundredths of a share of
       Trenwick Series A First Preference Shares. Until the occurrence of
       certain prescribed events, such rights are not exercisable. Such rights
       are evidenced by the certificates representing Trenwick common shares and
       will be transferred only with such shares.
  ------------------------------------------------------------------------------

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 (plan
information, registrant information and employee plan annual information) will
be sent or given to employees and participants as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have heretofore been filed by Trenwick
Group Ltd. (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1933 (the "Securities
Act"), as amended and the Securities Exchange Act of 1934 (the "Exchange Act"),
are hereby incorporated by reference in this Registration Statement:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.

         (b) The description of the Company's capital stock contained in the
Company's Registration Statement on Form S-4 (File No. 333-44290), including any
amendments or reports filed for the purpose of updating such description.

         (c) The description of the Company's Series A First Preference Share
Rights contained in the Company's Registration Statement on Form 8-A (File No.
1-16089), including any amendments or reports filed for the purpose of updating
such description.

         All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                       3
Item 6.  Indemnification of Directors and Officers.

         Pursuant to the provisions of the Companies Act 1981 of Bermuda, the
Company has adopted provisions in its Bye-Laws which require it to indemnify its
directors and officers in certain circumstances and specifically to indemnify
its directors and officers against all amounts actually and reasonably incurred
to the Company or its shareholders by reason of a breach of duty to the Company,
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action, suit or proceeding, had no reasonable
cause to believe that the conduct was unlawful, and except for any claim, issue
or matter as to which such person shall have been finally adjudged to be liable
for willful negligence, willful default, fraud or dishonesty in the performance
of the duty to the Company.

         The Company also maintains insurance on its directors and officers,
which covers liabilities under the federal securities laws.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1         Specimen Stock Certificate (incorporated by reference from
                     Exhibit 4.2 to the Company's Registration Statement on Form
                     S-4 (File No. 333-44290).

         5.1         Opinion of Appleby Spurling & Kempe as to the legality of
                     the securities offered.

         23.1        Consent of Appleby Spurling & Kempe (included in Exhibit
                     5.1).

         23.2        Consent of PricewaterhouseCoopers LLP.

         23.3        Consent of Deloitte & Touche.

         23.4        Consent of KMPG Peat Marwick.

         24.1        Power of Attorney (included on page 6 of this Registration
                     Statement).

         99.1        Trenwick Group Ltd. 2001 Non-Employee Director Equity
                     Incentive Plan.

         99.2        Trenwick Group Ltd. Employee Share Purchase Plan.

Item 9.  Undertakings.

         The Company hereby undertakes:

         (a)(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;

                                       4
(ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the Registration Statement; and

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

         (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 that remain unsold at the termination of
the offering.

         (4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company'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.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 6 above, or otherwise,
the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Hamilton, Country of Bermuda, on the 11th day of May,
2001.

                                           TRENWICK GROUP LTD.

                                           By:  /s/ James F. Billett, Jr.
                                           ------------------------------
                                           James F. Billett, Jr.
                                           Chairman of the Board, President and
                                           Chief Executive Officer

                                       5
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each officer and director of
Trenwick Group Ltd. whose signature follows constitutes and appoints each of
James F. Billett, Jr. and Coleman D. Ross as such person's true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
of and supplements to this Registration Statement on Form S-8, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
to all intents and purposes and as fully as such person might or could do in
person, hereby ratifying and confirming all that each such attorney-in-fact and
agent, or a substitute or substitutes, 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 by the following persons in the
capacities and on the date or dates indicated.

         Signature                                              Date
         ---------                                              ----

/s/ James F. Billett, Jr.                                          May 11, 2001
-----------------------------
James F. Billett, Jr.
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)

/s/ Coleman D. Ross                                                May 11, 2001
-----------------------------
Coleman D. Ross
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/ W. Marston Becker                                              May 11, 2001
-----------------------------
W. Marston Becker
Director

/s/ Anthony S. Brown                                               May 11, 2001
-----------------------------
Anthony S. Brown
Director

/s/ Richard E. Cole                                                May 11, 2001
-----------------------------
Richard E. Cole
Director

/s/ Robert M. DeMichele                                            May 11, 2001
-----------------------------
Robert M. DeMichele
Director

                                       6
/s/ Robert V. Deutsch                                              May 11, 2001
-----------------------------
Robert V. Deutsch
Director

/s/ Neil Dunn                                                      May 11, 2001
-----------------------------
Neil Dunn
Director

/s/ Clement S. Dwyer, Jr.                                          May 11, 2001
-----------------------------
Clement S. Dwyer, Jr.
Director

/s/ Frank E. Grzelecki                                             May 11, 2001
-----------------------------
Frank E. Grzelecki
Director

/s/ P. Anthony Jacobs                                              May 11, 2001
-----------------------------
P. Anthony Jacobs
Director

/s/ Peter J. Rackley                                               May 11, 2001
-----------------------------
Peter J. Rackley
Director

/s/ Joseph D. Sargent                                              May 11, 2001
-----------------------------
Joseph D. Sargent
Director

/s/ Frederick D. Watkins                                           May 11, 2001
-----------------------------
Frederick D. Watkins
Director

/s/ Stephen R. Wilcox                                              May 11, 2001
-----------------------------
Stephen R. Wilcox
Director

                                       7
EXHIBIT INDEX

Exhibit
  No.
-------

4.1      Specimen Stock Certificate (incorporated by reference from
         Exhibit 4.2 to the Company's Registration Statement on Form S-4
         (File No. 333-44290).

5.1      Opinion of Appleby Spurling & Kempe as to the legality of the
         securities offered.

23.1     Consent of Appleby Spurling & Kempe (included in Exhibit 5.1).

23.2     Consent of PricewaterhouseCoopers LLP.

23.3     Consent of Deloitte & Touche.

23.4     Consent of KMPG Peat Marwick.

24.1     Power of Attorney (included on page 6 of this Registration Statement).

99.1     Trenwick Group Ltd. 2001 Non-Employee Director Equity Incentive Plan.

99.2     Trenwick Group Ltd. Employee Share Purchase Plan.

                                       8
Exhibit 5.1
                                                                   May 11, 2001

Trenwick Group Ltd.
Continental Building
25 Church Street
Hamilton HM 12
Bermuda

Dear Sirs:

Re:      Trenwick Group Ltd. (the "Company") - SEC Registration Statement

You have asked us to render this opinion in our capacity as your counsel as to
Bermuda law in connection with the registration under the Securities Act of
1933, as amended, of the United States of America (the "Securities Act"), by
Trenwick Group Ltd., a company organized under the laws of Bermuda (the
"Company") of a Registration Statement on Form S-8 and related documents (the
"Registration Statement") in relation to 100,000 common shares, par value $.10
per share and 300,000 common shares, par value $.10 per share (the "Shares"),
and the associated Common Share Purchase Rights (the "Rights") issuable by the
Company under the 2001 Trenwick Group Ltd. Non-Employee Director Incentive Plan
and the Trenwick Group Ltd. Employee Share Purchase Plan (together, the
"Plans"), respectively.

For the purposes of this opinion we have examined and relied upon the documents
listed in the Schedule to this opinion (the "Documents").

Assumptions

In stating our opinion we have assumed:

(a)      The authenticity, accuracy and completeness of all Documents submitted
         to us as originals and the conformity to authentic original Documents
         of all Documents submitted to us as certified, conformed, notarised,
         faxed or photostatic copies.

(b)      The genuineness of all signatures on the Documents.

(c)      The authority, capacity and power of each of the persons signing the
         Documents which we have reviewed (other than the Directors or Officers
         of the Company).

(d)      That any factual statements made in any of the Documents are true,
         accurate and complete.

(e)      That the records which were the subject of the Company Search were
         complete and accurate at the time of such search and disclosed all
         information which is material for the purposes of this opinion and such
         information has not since the date of the Company Search been
         materially altered.

(f)      That the records which were the subject of the Litigation Search were
         complete and accurate at the time of such search and disclosed all
         information which is material for the purposes of this opinion and such
         information has not since the date of the Litigation Search been
         materially altered.

                                       9
Opinion

         Based upon and subject to the foregoing and subject to the reservations
set out below and to any matters not disclosed to us, we are of the opinion
that:

(1)      The Company is an exempted company validly  organised and existing and
         in good standing under the laws of Bermuda.

(2)      All necessary corporate action required to be taken by the Company in
         connection with the issue by the Company of the Shares pursuant to
         Bermuda law has been taken by or on behalf of the Company, and all
         necessary approvals of Governmental authorities in Bermuda have been
         duly obtained for the issue by the Company of the Shares.

(3)      When issued pursuant to the Resolutions and delivered against payment
         therefor in the circumstances referred to or summarised in the
         Registration Statement, the Shares will be validly issued, fully paid
         and non-assessable shares in the capital of the Company.

(4)      There are no taxes, duties or other charges payable to or chargeable by
         the Government of Bermuda, or any authority or agency thereof in
         respect of the issue of the Shares.

Reservations

We have the following reservations:

(a)      We express no opinion as to any law other than Bermuda law and none of
         the opinions expressed herein relates to compliance with or matters
         governed by the laws of any jurisdiction except Bermuda. This opinion
         is limited to Bermuda law as applied by the courts of Bermuda at the
         date hereof.

(b)      In paragraph (1) above, the term "good standing" means only that the
         Company has received a Certificate of Compliance from the Registrar of
         Companies in Hamilton Bermuda which confirms that the Company has
         neither failed to make any filing with any Bermuda governmental
         authority nor to pay any Bermuda government fee or tax, which might
         make it liable to be struck off the Registrar of Companies and thereby
         cease to exist under the laws of Bermuda.

(c)      Any reference in this opinion to shares being "non-assessable" shall
         mean, in relation to fully paid shares of the Company and subject to
         any contrary provision in any agreement in writing between such company
         and the holder of such shares, that no shareholder shall be bound by an
         alteration to the Memorandum of Association or Bye-laws of the Company
         after the date on which he became a shareholder, if and so far as the
         alteration requires him to take, or subscribe for additional shares, or
         in any way increases his liability to contribute to the share capital
         of, or otherwise to pay money to, the Company.

(d)      Searches of the Register of Companies at the office of the Registrar of
         Companies and of the Supreme Court Causes Book at the Registry of the
         Supreme Court are not conclusive and it should be noted that the
         Register of Companies and the Supreme Court Causes Book do not reveal:

                                       10
(i)      details of matters which have been lodged for filing or
                  registration which as a matter of general practice of the
                  Registrar of Companies would have or should have been
                  disclosed on the public file but have not actually been
                  registered or to the extent that they have been registered
                  have not been disclosed or do not appear in the public records
                  at the date and time the search is concluded; or

         (ii)     details of matters which should have been lodged for
                  registration but have not been lodged for registration at the
                  date the search is concluded.

(e)      In order to issue this opinion we have carried out the Company Search
         as referred to in the Schedule to this opinion and have not enquired as
         to whether there has been any change since the date of such search.

(f)      In order to issue this opinion we have carried out the Litigation
         Search as referred to in the Schedule to this opinion and have not
         enquired as to whether there has been any change since the date of such
         search.

(g)      As to any facts material to the opinions expressed herein that we have
         not independently established or verified, we have relied upon the
         Secretary's Certificate, and have assumed without independent inquiry
         the accuracy of the representations contained therein.

(h)      Where an obligation is to be performed in a jurisdiction other than
         Bermuda, the courts of Bermuda may refuse to enforce it to the extent
         that such performance would be illegal under the laws of, or contrary
         to public policy of, such other jurisdiction.

Disclosure

         This opinion is addressed to you in connection with the filing by the
Company of the Registration Statement with the United States Securities and
Exchange Commission. We consent to the inclusion of this opinion as an exhibit
to the Registration Statement. We also consent to the reference to our firm
under the caption "Validity of Common Stock" in the prospectus included as part
of the Registration Statement.

         This opinion speaks as of its date and is strictly limited to the
matters stated herein and we assume no obligation to review or update this
opinion if applicable law or the existing facts or circumstances should change.

         This opinion is governed by and is to be construed in accordance with
Bermuda law. It is given on the basis that it will not give rise to any legal
proceedings with respect thereto in any jurisdiction other than Bermuda.

Yours faithfully,

/s/ Appleby Spurling & Kempe
------------------------------
    Appleby Spurling & Kempe

                                       11
SCHEDULE

1.       Certified copy of the Minutes of the Meeting of the  Shareholders  of
         the Company held on 11 May 2001 (the "Resolutions").

2.       Certified  copies of the Memorandum of Association and Bye-Laws of the
         Company  (collectively  referred to as the "Constitutional Documents").

3.       A copy of the registration statement on Form S-8 of the Company
         relating to the Shares and the associated Rights to be filed with the
         SEC (the "Registration Statement").

4.       A copy of the Proxy  Statement  dated 10 April 2001 (the "Proxy
         Statement")  of the Company as filed with the Securities and Exchange
         Commission, Washington, D.C. (the "SEC").

5.       A copy of the 2001 Trenwick Group Ltd. Non-Employee Director Equity
         Incentive Plan.

6.       A copy of the Trenwick Group Ltd. Employee Share Purchase Plan.

7.       A copy of the permission dated 11 May 2001, given by the Bermuda
         Monetary Authority under the Exchange Control Act 1972 and related
         regulations for the issue of the Shares.

8.       The entries and filings shown in respect of the Company on the file of
         the Company maintained in the Registrar of Companies at office of the
         Registrar of Companies in Hamilton, Bermuda, as revealed by a search on
         11 May 2001 (the "Company Search").

9.       The entries and filings shown in respect of the Company in the Supreme
         Court Causes Book maintained at the Registry of the Supreme Court in
         Hamilton, Bermuda, as revealed by a search on 11 May 2001 in respect of
         the Company (the "Litigation Search").

10.      A  Certificate  of  Compliance  dated,  11 May 2001  issued by the
         Ministry  of Finance in respect of the Company.

11.      A  copy  of  the  Trenwick  Group  Ltd. Secretary's Certificate  dated
         2  May  2001  (the  "Secretary's Certificate").

12.      A copy of the Supplemental Listing Application dated 11 May 2001.

                                       12
Exhibit 23.2

                   [LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Trenwick Group Ltd. of our report dated February 7,
2001 relating to the consolidated financial statements of Trenwick Group Ltd.,
which appears in Trenwick Group Ltd.'s 2000 Annual Report to Shareholders, which
is incorporated by reference in its Annual Report on Form 10-K for the year
ended December 31, 2000. We also consent to the incorporation by reference of
our report dated February 7, 2001 relating to the financial statement schedules,
which appears in such Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP
-------------------------------
    PricewaterhouseCoopers LLP

    New York, New York
    May 11, 2001

                                       13
Exhibit 23.3

                        [LETTERHEAD OF DELOITTE & TOUCHE]

                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Trenwick Group Ltd. on Form S-8 of our report dated November 10, 2000 relating
to the consolidated balance sheet of LaSalle Re Holdings Limited and
subsidiaries (the predecessor of Trenwick Group Ltd.) as of December 31, 1999
and the related consolidated statements of operations and comprehensive income,
changes in shareholders' equity and cash flows fro the period from October 1,
1999 to December 31, 1999 and for the year ended September 30, 1999 and all
related schedules, which report is included in the Annual Report on Form 10-K of
Trenwick Group Ltd.

/s/ Deloitte & Touche
-----------------------
DELOITTE & TOUCHE
Chartered Accountants

Hamilton, Bermuda
May 11, 2001

                                       14
Exhibit 23.4

                              [LETTERHEAD OF KPMG]

                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Trenwick Group Ltd.

We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Trenwick Group Ltd. of our report dated October 26, 1998, except as
to Note 10, which is as of July 13, 2000, relating to consolidated statements of
operations and comprehensive income, changes in shareholders' equity and cash
flows of LaSalle Re holdings Limited for the year ended September 30, 1998,
which report appears in the Form 10-K for the year ended December 31, 2000 of
Trenwick Group Ltd.

/s/ KPMG
----------------
KPMG
Chartered Accountants

Hamilton, Bermuda
May 11, 2001

                                       15