<PAGE>
<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1996
                                                        REGISTRATION NO. 33-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                PXRE CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                          ----------------------------
                          (State or other jurisdiction
                        of incorporation or organization)

                                   06-1183996
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

                         399 THORNALL STREET, 14TH FLOOR
                            EDISON, NEW JERSEY 08837
                    ----------------------------------------
                    (Address of principal executive offices)

                           DIRECTOR STOCK OPTION PLAN
                           --------------------------
                            (Full title of the plan)

                                 GERALD L. RADKE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                PXRE CORPORATION
                               399 THORNALL STREET
                            EDISON, NEW JERSEY 08837
                                 (908) 906-8100
                 ----------------------------------------------
                 (Name, address and telephone number, including
                        area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================================
    Title of securities to be registered          Amount to be          Proposed             Proposed            Amount of
                                                 registered(1)          maximum              maximum            registration
                                                                     offering price     aggregate offering          fee
                                                                      per share(2)           price(3)
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                 <C>                  <C>                  <C> 
   Common Stock, par value $.01 per share        100,000 shares          $26.06            $2,606,000           $898.62 

================================================================================================================================
</TABLE>

(1)     Any additional shares which may become issuable pursuant to the Director
        Stock  Option  Plan  (to  prevent  dilution  from  stock  splits,  stock
        dividends,  reclassification  and  certain  other  events as provided in
        Section 6 of the  Director  Stock  Option Plan) shall be covered by this
        Registration Statement pursuant to Rule 416(a).

(2)     Calculated  pursuant to  paragraphs  (c) and (h) of Rule 457 (based upon
        the  average  of the  reported  high and low sales  prices for shares of
        Common Stock as reported on the NASDAQ  National  Market  Composite Tape
        for May 29, 1996). The foregoing calculation is solely for  the  purpose
        of determining the registration fee.

(3)     Based  on  the  proposed maximum offering price per share, calculated as
        described in footnote (2) above.


<PAGE>
<PAGE>






                                EXPLANATORY NOTES

        Under the Director  Stock  Option  Plan,  the number of shares of Common
Stock  reserved  and  available  for  issuance is 100,000.  The number of shares
reserved  and  available  for issuance  under the Director  Stock Option Plan is
subject to  adjustment  upon the  occurrence  of certain  changes  affecting the
Common Stock,  including  stock splits and  dividends and the  recapitalization,
reclassification, merger, consolidation or combination of shares.


<PAGE>
<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

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


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

        The  following   documents   filed  with  the  Securities  and  Exchange
Commission  (the   "Commission")   by  PXRE   Corporation  (the  "Company")  are
incorporated herein by reference:

        (a) The Company's  latest Annual Report on Form 10-K for the fiscal year
ended  December  31, 1995,  filed  pursuant to Section  13(a) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

        (b) All other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referenced in Item 3(a) above.

        (c) The  description of the Company's  Common Stock,  par value $.01 per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form 8-A (Reg.  No.  0-15428) filed pursuant to the Exchange Act on February 27,
1987,  as amended by  Amendment  No. 1 thereto  filed on August 24, 1992 and any
subsequent amendment thereto.

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

        Any  statement  contained  herein or in a  document  all or a portion of
which is 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 or 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.



<PAGE>
<PAGE>



ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        F. Sedgwick Browne,  Esq., the Secretary of the Company, is a partner in
the  law  firm of  Morgan,  Lewis &  Bockius  LLP,  counsel  to the  Company  in
connection with this Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section  145 of the  General  Corporation  Law of the State of  Delaware
permits  a  corporation,   under  specified  circumstances,   to  indemnify  its
directors,  officers, employees or agents against expenses (including attorney's
fees), judgments,  fines and amounts paid in settlements actually and reasonably
incurred by them in connection  with any action,  suit or proceeding  brought by
third parties by reason of the fact that they were or are  directors,  officers,
employees or agents of the Company,  if such directors,  officers,  employees or
agents acted in good faith and in a manner they reasonably  believed to be in or
not opposed to the best  interests of the  corporation  and, with respect to any
criminal  action or  proceeding,  had no reason to  believe  their  conduct  was
unlawful.  In a  derivative  action,  i.e.,  one  by  or in  the  right  of  the
corporation,  indemnification  may  be  made  only  for  expenses  actually  and
reasonably  incurred by directors,  officers,  employees or agents in connection
with the defense or settlement of an action or suit,  and only with respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the  court  in which  the  action  or suit  was  brought  shall  determine  upon
application  that the  defendant  directors,  officers,  employees or agents are
fairly and  reasonably  entitled to  indemnity  for such  expenses  despite such
adjudication of liability.

        Article  Six of the  Company's  Restated  Certificate  of  Incorporation
governs  indemnification by the Company and provides that the Company shall have
the power to indemnify:

        (i) any person who was or is a party or is threatened to be made a party
        to any  threatened,  pending or  completed  action,  suit or  proceeding
        whether civil, criminal,  administrative or investigative (other than an
        action by or in the right of the  Company) by reason of the fact that he
        is or was a director,  officer,  employee or agent of the Company, or is
        or was serving at the  request of the  Company as a  director,  officer,
        employee or agent of another  corporation,  partnership,  joint venture,
        trust or other enterprise,  if he acted in good faith and in a manner he
        reasonably  believed to be in or not opposed to the best interest of the
        Company, and, with respect to any criminal action or proceeding,  had no
        reasonable cause to believe his conduct was unlawful; and

        (ii)  any  person  who was or is a party or is  threatened  to be made a
        party to any  threatened,  pending or completed  action or suit by or in
        the right of the Company to procure a judgment in its favor by reason of
        the fact that he is or was a director, officer, employee or agent of the
        Company  as  a   director,   officer,   employee  or  agent  of  another
        corporation,  partnership,  joint venture,  trust or other enterprise in
        connection  with the defense or  settlement of such action or suit if he
        acted in good faith and in a manner he  reasonably  believed to be in or
        not  opposed  to the  best  interests  of the  Company,  except  that no
        indemnification  shall be made in respect of any claim,  issue or matter
        as to which such  person  shall have been  adjudged  to be liable to the
        Company  unless and only to the extent that the Court of Chancery or the
        Court in which such  action or suit was  brought  shall  determine  upon
        application  that,  despite the adjudication of liability but in view of
        all the  circumstances of the case, such person is fairly and reasonably
        entitled to indemnity for such  expenses  which the Court of Chancery or
        such other court shall deem proper.

        The Restated Certificate of Incorporation  permits  indemnification only
following a determination  that the respective  director,  officer,  employee or
agent has met the applicable  standard of conduct,  which  determination is made
(a) by the board of  directors  by a  majority  vote of a quorum  consisting  of
directors who were not parties

                                      II-2

<PAGE>
<PAGE>



to such action,  suit or  proceeding,  or (b) if such a quorum of  disinterested
directors so directs,  by independent legal counsel in a written opinion, or (c)
by the stockholders.

        In  addition,  Article  Six of the  Company's  Restated  Certificate  of
Incorporation provides that, to the full extent permitted by law, no director of
the Company shall have any personal liability to the Company or its stockholders
for monetary  damages for breach of fiduciary duty as a director  except (a) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(b) for  acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a knowing  violation of law, (c) under Section 174 of the General
Corporation  Law of the State of  Delaware,  which  makes a director  liable for
unlawful dividends or unlawful stock repurchases or redemptions,  or (d) for any
transaction from which the director derived an improper personal benefit.

        The Company maintains officer and director liability  insurance insuring
such persons against  liabilities  incurred in the discharge of their duties and
also insuring the Company against its indemnification obligations.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8.  EXHIBITS

         4.1      Restated   Certificate  of   Incorporation   of  the  Company,
                  incorporated  by  reference  to Exhibit  3.1 to the  Company's
                  Registration  Statement on Form S-1 dated August 29, 1986,  as
                  amended by Amendment No. 1 thereto dated February 19, 1987 and
                  by  Amendment  No. 2 thereto  dated  March 25,  1987 (File No.
                  33-8406).

         4.2      Certificate of Amendment to the Company's Restated Certificate
                  of  Incorporation,   dated  May  20,  1993,   incorporated  by
                  reference  to  Exhibit  4.3  to  the  Company's   Registration
                  Statement  on Forms S-8 and S-3 dated  June 3, 1993  (File No.
                  33-63768).

         4.3      Certificate of Amendment to the Company's Restated Certificate
                  of  Incorporation,   dated  May  19,  1994,   incorporated  by
                  reference to Exhibit 3 to the Company's  Annual Report on Form
                  10-K  for  the  fiscal year ended  December 31, 1994 (File No.
                  0-15428).

         4.4      Certificate   of   Designations   designating   the  Series  A
                  Cumulative   Convertible   Preferred  Stock  of  the  Company,
                  incorporated  by  reference  to Exhibit  4.5 to the  Company's
                  Registration Statement on Form S-2 dated February 21, 1992, as
                  amended by Amendment  No. 1 thereto dated April 1, 1992 and by
                  Amendment  No. 2 thereto dated April 13, 1992 and by Amendment
                  No. 3 thereto dated April 23, 1992 (File No. 33-45893).

         4.5      By-Laws of the Company,  incorporated  by reference to Exhibit
                  3.2 to the Company's  Registration Statement on Form S-1 dated
                  August 29, 1986,  as amended by Amendment  No. 1 thereto dated
                  February 19, 1987 and by Amendment  No. 2 thereto  dated March
                  25, 1987 (File No. 33-8406).

         4.6      Amendment  to By-Laws of the Company,  Article IV,  Section 1,
                  dated June 8, 1995,  incorporated by reference to Exhibit 3 of
                  the  Company's  Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1995 (File No. 0-15428).

         *4.7     Director Stock Option Plan of the Company.

         *5       Opinion of Morgan,  Lewis & Bockius LLP as to the  legality of
                  the securities being registered.

                                      II-3

<PAGE>
<PAGE>




         *23.1    Consent of Price Waterhouse LLP.

         *23.2    Consent of Morgan,  Lewis & Bockius LLP  (contained in Exhibit
                  5).

         *24      Powers of Attorney.

         28       Information   from  reports   furnished  to  state   insurance
                  regulatory  authorities,  incorporated by reference to Exhibit
                  28 to the Company's  Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1995.

         *  Filed herewith

ITEM 9.  UNDERTAKINGS

         (a)  The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being  made  of the  securities  registered  hereby,  a  post-effective
         amendment to this Registration Statement:

                          (i) to  include  any  prospectus  required  by Section
                  10(a)(3)  of the  Securities  Act of  1933,  as  amended  (the
                  "Securities Act");

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

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

         provided,  however,  that the  undertakings  set  forth  in  paragraphs
         (a)(1)(i) and (a)(1)(ii) above 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 this  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.


                                      II-4

<PAGE>
<PAGE>



         (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 this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant  to the  provisions  described  in  Item 6 of  this
Registration  Statement,  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.


                                      II-5

<PAGE>
<PAGE>



                                   SIGNATURES

         Pursuant  to  the  requirements  of the  Securities  Act,  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  Edison,  State of New  Jersey, on this 31st day of
May, 1996.


                                               PXRE CORPORATION


                                               By  /s/ Gerald L. Radke
                                                   ------------------------
                                                   Gerald L. Radke
                                                   Chairman of the Board,
                                                   President and Chief
                                                   Executive Officer


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

<TABLE>
<CAPTION>
         SIGNATURE                                            TITLE                     DATE
         ---------                                            -----                     ----
<S>                                       <C>                                        <C>
By /s/ Gerald L. Radke                                                              
  -----------------------------------       Chairman of the Board,                     May 31, 1996
   Gerald L. Radke                          President and Chief Executive Officer
                                            (Principal Executive Officer)
                                            and Director


By /s/ Sanford M. Kimmel                                                                                    
  -----------------------------------       Senior Vice President, Treasurer           May 31, 1996
   Sanford M. Kimmel                        and Chief Financial Officer


By             *                                                                                     
  -----------------------------------       Director                                   May 31, 1996
   Robert W. Fiondella


By             *
  -----------------------------------       Director                                   May 31, 1996
   Bernard Kelly


By             *
  -----------------------------------       Director                                   May 31, 1996
   Wendy Luscombe


By             * 
  -----------------------------------       Director                                   May 31, 1996
   Edward P. Lyons
</TABLE>




                                      II-6

<PAGE>
<PAGE>


<TABLE>

<S>                                       <C>                                        <C>
By             * 
  -----------------------------------       Director                                   May 31, 1996
   Philip R. McLoughlin


By             *
  -----------------------------------       Director                                   May 31, 1996
   David W. Searfoss


By             * 
  -----------------------------------       Director                                   May 31, 1996
   Donald H. Trautlein


By             *
  -----------------------------------       Director                                   May 31, 1996
   Wilson Wilde
</TABLE>



                                *By:  /s/ Gerald L. Radke
                                     ---------------------
                                       Gerald L. Radke
                                       Attorney-in-Fact



                                      II-7

<PAGE>
<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                              Sequentially
Number                              Document                                        Numbered Page
- -------                             --------                                        -------------
<S>    <C>                                                                      <C>
4.1      Restated Certificate of Incorporation of the Company, incorporated by
         reference to Exhibit 3.1 to the Company's Registration Statement on
         Form S-1 dated August 29, 1986, as amended by Amendment No. 1 thereto
         dated February 19, 1987 and by Amendment No. 2 thereto dated March 25,
         1987 (File No. 33-8406).

4.2      Certificate of Amendment to the Company's Restated Certificate of
         Incorporation, dated May 20, 1993, incorporated by reference to Exhibit
         4.3 to the Company's Registration Statement on Forms S-8 and S-3 dated
         June 3, 1993 (File No. 33-63768).

4.3      Certificate of Amendment to the Company's Restated Certificate of
         Incorporation, dated May 19, 1994, incorporated by reference to Exhibit
         3 to the Company's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1994 (File No. 0-15428).

4.4      Certificate of Designations designating the Series A Cumulative
         Convertible Preferred Stock of the Company, incorporated by reference
         to Exhibit 4.5 to the Company's Registration Statement on Form S-2
         dated February 21, 1992, as amended by Amendment No. 1 thereto dated
         April 1, 1992 and by Amendment No. 2 thereto dated April 13, 1992 and
         by Amendment No. 3 thereto dated April 23, 1992 (File No. 33-45893).

4.5      By-Laws of the Company, incorporated by reference to Exhibit 3.2 to the
         Company's Registration Statement on Form S-1 dated August 29, 1986, as
         amended by Amendment No. 1 thereto dated February 19, 1987 and by
         Amendment No. 2 thereto dated March 25, 1987 (File No. 33-8406).

4.6      Amendment to By-Laws of the Company, Article IV, Section 1, dated June
         8, 1995, incorporated by reference to Exhibit 3 of the Company's Annual
         Report on Form 10-K for the fiscal year ended December 31, 1995 (File
         No. 0-15428).

*4.7     Director Stock Option Plan of the Company.                                       12

*5       Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
         securities being registered.                                                     18

*23.1    Consent of Price Waterhouse LLP.                                                 20

*23.2    Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5).

*24      Powers of Attorney.                                                              21

28       Information from reports furnished to state insurance regulatory
         authorities, incorporated by reference to Exhibit 28 to the Company's
         Annual Report on
</TABLE>

                                      II-8

<PAGE>
<PAGE>



         Form 10-K for the fiscal year ended December 31, 1995.


* Filed herewith.

                                      II-9

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "PXRE CORPORATION S-8", "secsgml_size_bytes": 29404}]
{"company-data": {"conformed-name": "PXRE CORP", "cik": "0000799721", "assigned-sic": "6331", "irs-number": "061183996", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04897", "film-number": "96575467"}, "business-address": {"street1": "399 THORNALL ST", "street2": "SUITE 14", "city": "EDISON", "state": "NJ", "zip": "08837-2240", "phone": "2128379520"}, "mail-address": {"street1": "399 THORNALL ST", "street2": "SUITE 14", "city": "EDISON", "state": "NJ", "zip": "08837-2240"}, "former-company": {"former-conformed-name": "PHOENIX RE CORP", "date-changed": "19930608"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1996
                                                        REGISTRATION NO. 33-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                PXRE CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                          ----------------------------
                          (State or other jurisdiction
                        of incorporation or organization)

                                   06-1183996
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

                         399 THORNALL STREET, 14TH FLOOR
                            EDISON, NEW JERSEY 08837
                    ----------------------------------------
                    (Address of principal executive offices)

                           DIRECTOR STOCK OPTION PLAN
                           --------------------------
                            (Full title of the plan)

                                 GERALD L. RADKE
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                PXRE CORPORATION
                               399 THORNALL STREET
                            EDISON, NEW JERSEY 08837
                                 (908) 906-8100
                 ----------------------------------------------
                 (Name, address and telephone number, including
                        area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
    Title of securities to be registered          Amount to be          Proposed             Proposed            Amount of
                                                 registered(1)          maximum              maximum            registration
                                                                     offering price     aggregate offering          fee
                                                                      per share(2)           price(3)
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share        100,000 shares          $26.06            $2,606,000           $898.62 

================================================================================================================================
(1)     Any additional shares which may become issuable pursuant to the Director
        Stock  Option  Plan  (to  prevent  dilution  from  stock  splits,  stock
        dividends,  reclassification  and  certain  other  events as provided in
        Section 6 of the  Director  Stock  Option Plan) shall be covered by this
        Registration Statement pursuant to Rule 416(a).

(2)     Calculated  pursuant to  paragraphs  (c) and (h) of Rule 457 (based upon
        the  average  of the  reported  high and low sales  prices for shares of
        Common Stock as reported on the NASDAQ  National  Market  Composite Tape
        for May 29, 1996). The foregoing calculation is solely for  the  purpose
        of determining the registration fee.

(3)     Based  on  the  proposed maximum offering price per share, calculated as
        described in footnote (2) above.
EXPLANATORY NOTES

        Under the Director  Stock  Option  Plan,  the number of shares of Common
Stock  reserved  and  available  for  issuance is 100,000.  The number of shares
reserved  and  available  for issuance  under the Director  Stock Option Plan is
subject to  adjustment  upon the  occurrence  of certain  changes  affecting the
Common Stock,  including  stock splits and  dividends and the  recapitalization,
reclassification, merger, consolidation or combination of shares.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

        The  following   documents   filed  with  the  Securities  and  Exchange
Commission  (the   "Commission")   by  PXRE   Corporation  (the  "Company")  are
incorporated herein by reference:

        (a) The Company's  latest Annual Report on Form 10-K for the fiscal year
ended  December  31, 1995,  filed  pursuant to Section  13(a) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

        (b) All other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referenced in Item 3(a) above.

        (c) The  description of the Company's  Common Stock,  par value $.01 per
share (the "Common Stock"), contained in the Company's Registration Statement on
Form 8-A (Reg.  No.  0-15428) filed pursuant to the Exchange Act on February 27,
1987,  as amended by  Amendment  No. 1 thereto  filed on August 24, 1992 and any
subsequent amendment thereto.

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

        Any  statement  contained  herein or in a  document  all or a portion of
which is 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 or 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

        F. Sedgwick Browne,  Esq., the Secretary of the Company, is a partner in
the  law  firm of  Morgan,  Lewis &  Bockius  LLP,  counsel  to the  Company  in
connection with this Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section  145 of the  General  Corporation  Law of the State of  Delaware
permits  a  corporation,   under  specified  circumstances,   to  indemnify  its
directors,  officers, employees or agents against expenses (including attorney's
fees), judgments,  fines and amounts paid in settlements actually and reasonably
incurred by them in connection  with any action,  suit or proceeding  brought by
third parties by reason of the fact that they were or are  directors,  officers,
employees or agents of the Company,  if such directors,  officers,  employees or
agents acted in good faith and in a manner they reasonably  believed to be in or
not opposed to the best  interests of the  corporation  and, with respect to any
criminal  action or  proceeding,  had no reason to  believe  their  conduct  was
unlawful.  In a  derivative  action,  i.e.,  one  by  or in  the  right  of  the
corporation,  indemnification  may  be  made  only  for  expenses  actually  and
reasonably  incurred by directors,  officers,  employees or agents in connection
with the defense or settlement of an action or suit,  and only with respect to a
matter as to which they  shall  have  acted in good  faith and in a manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  except that no indemnification  shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the  court  in which  the  action  or suit  was  brought  shall  determine  upon
application  that the  defendant  directors,  officers,  employees or agents are
fairly and  reasonably  entitled to  indemnity  for such  expenses  despite such
adjudication of liability.

        Article  Six of the  Company's  Restated  Certificate  of  Incorporation
governs  indemnification by the Company and provides that the Company shall have
the power to indemnify:

        (i) any person who was or is a party or is threatened to be made a party
        to any  threatened,  pending or  completed  action,  suit or  proceeding
        whether civil, criminal,  administrative or investigative (other than an
        action by or in the right of the  Company) by reason of the fact that he
        is or was a director,  officer,  employee or agent of the Company, or is
        or was serving at the  request of the  Company as a  director,  officer,
        employee or agent of another  corporation,  partnership,  joint venture,
        trust or other enterprise,  if he acted in good faith and in a manner he
        reasonably  believed to be in or not opposed to the best interest of the
        Company, and, with respect to any criminal action or proceeding,  had no
        reasonable cause to believe his conduct was unlawful; and

        (ii)  any  person  who was or is a party or is  threatened  to be made a
        party to any  threatened,  pending or completed  action or suit by or in
        the right of the Company to procure a judgment in its favor by reason of
        the fact that he is or was a director, officer, employee or agent of the
        Company  as  a   director,   officer,   employee  or  agent  of  another
        corporation,  partnership,  joint venture,  trust or other enterprise in
        connection  with the defense or  settlement of such action or suit if he
        acted in good faith and in a manner he  reasonably  believed to be in or
        not  opposed  to the  best  interests  of the  Company,  except  that no
        indemnification  shall be made in respect of any claim,  issue or matter
        as to which such  person  shall have been  adjudged  to be liable to the
        Company  unless and only to the extent that the Court of Chancery or the
        Court in which such  action or suit was  brought  shall  determine  upon
        application  that,  despite the adjudication of liability but in view of
        all the  circumstances of the case, such person is fairly and reasonably
        entitled to indemnity for such  expenses  which the Court of Chancery or
        such other court shall deem proper.

        The Restated Certificate of Incorporation  permits  indemnification only
following a determination  that the respective  director,  officer,  employee or
agent has met the applicable  standard of conduct,  which  determination is made
(a) by the board of  directors  by a  majority  vote of a quorum  consisting  of
directors who were not parties

                                      II-2
to such action,  suit or  proceeding,  or (b) if such a quorum of  disinterested
directors so directs,  by independent legal counsel in a written opinion, or (c)
by the stockholders.

        In  addition,  Article  Six of the  Company's  Restated  Certificate  of
Incorporation provides that, to the full extent permitted by law, no director of
the Company shall have any personal liability to the Company or its stockholders
for monetary  damages for breach of fiduciary duty as a director  except (a) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(b) for  acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a knowing  violation of law, (c) under Section 174 of the General
Corporation  Law of the State of  Delaware,  which  makes a director  liable for
unlawful dividends or unlawful stock repurchases or redemptions,  or (d) for any
transaction from which the director derived an improper personal benefit.

        The Company maintains officer and director liability  insurance insuring
such persons against  liabilities  incurred in the discharge of their duties and
also insuring the Company against its indemnification obligations.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8.  EXHIBITS

         4.1      Restated   Certificate  of   Incorporation   of  the  Company,
                  incorporated  by  reference  to Exhibit  3.1 to the  Company's
                  Registration  Statement on Form S-1 dated August 29, 1986,  as
                  amended by Amendment No. 1 thereto dated February 19, 1987 and
                  by  Amendment  No. 2 thereto  dated  March 25,  1987 (File No.
                  33-8406).

         4.2      Certificate of Amendment to the Company's Restated Certificate
                  of  Incorporation,   dated  May  20,  1993,   incorporated  by
                  reference  to  Exhibit  4.3  to  the  Company's   Registration
                  Statement  on Forms S-8 and S-3 dated  June 3, 1993  (File No.
                  33-63768).

         4.3      Certificate of Amendment to the Company's Restated Certificate
                  of  Incorporation,   dated  May  19,  1994,   incorporated  by
                  reference to Exhibit 3 to the Company's  Annual Report on Form
                  10-K  for  the  fiscal year ended  December 31, 1994 (File No.
                  0-15428).

         4.4      Certificate   of   Designations   designating   the  Series  A
                  Cumulative   Convertible   Preferred  Stock  of  the  Company,
                  incorporated  by  reference  to Exhibit  4.5 to the  Company's
                  Registration Statement on Form S-2 dated February 21, 1992, as
                  amended by Amendment  No. 1 thereto dated April 1, 1992 and by
                  Amendment  No. 2 thereto dated April 13, 1992 and by Amendment
                  No. 3 thereto dated April 23, 1992 (File No. 33-45893).

         4.5      By-Laws of the Company,  incorporated  by reference to Exhibit
                  3.2 to the Company's  Registration Statement on Form S-1 dated
                  August 29, 1986,  as amended by Amendment  No. 1 thereto dated
                  February 19, 1987 and by Amendment  No. 2 thereto  dated March
                  25, 1987 (File No. 33-8406).

         4.6      Amendment  to By-Laws of the Company,  Article IV,  Section 1,
                  dated June 8, 1995,  incorporated by reference to Exhibit 3 of
                  the  Company's  Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1995 (File No. 0-15428).

         *4.7     Director Stock Option Plan of the Company.

         *5       Opinion of Morgan,  Lewis & Bockius LLP as to the  legality of
                  the securities being registered.

                                      II-3
*23.1    Consent of Price Waterhouse LLP.

         *23.2    Consent of Morgan,  Lewis & Bockius LLP  (contained in Exhibit
                  5).

         *24      Powers of Attorney.

         28       Information   from  reports   furnished  to  state   insurance
                  regulatory  authorities,  incorporated by reference to Exhibit
                  28 to the Company's  Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1995.

         *  Filed herewith

ITEM 9.  UNDERTAKINGS

         (a)  The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being  made  of the  securities  registered  hereby,  a  post-effective
         amendment to this Registration Statement:

                          (i) to  include  any  prospectus  required  by Section
                  10(a)(3)  of the  Securities  Act of  1933,  as  amended  (the
                  "Securities Act");

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

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

         provided,  however,  that the  undertakings  set  forth  in  paragraphs
         (a)(1)(i) and (a)(1)(ii) above 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 this  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.

                                      II-4
(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 this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant  to the  provisions  described  in  Item 6 of  this
Registration  Statement,  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.

                                      II-5
SIGNATURES

         Pursuant  to  the  requirements  of the  Securities  Act,  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  Edison,  State of New  Jersey, on this 31st day of
May, 1996.

                                               PXRE CORPORATION

                                               By  /s/ Gerald L. Radke
                                                   ------------------------
                                                   Gerald L. Radke
                                                   Chairman of the Board,
                                                   President and Chief
                                                   Executive Officer

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the date indicated.
SIGNATURE                                            TITLE                     DATE
         ---------                                            -----                     ----
By /s/ Gerald L. Radke                                                              
  -----------------------------------       Chairman of the Board,                     May 31, 1996
   Gerald L. Radke                          President and Chief Executive Officer
                                            (Principal Executive Officer)
                                            and Director

By /s/ Sanford M. Kimmel                                                                                    
  -----------------------------------       Senior Vice President, Treasurer           May 31, 1996
   Sanford M. Kimmel                        and Chief Financial Officer

By             *                                                                                     
  -----------------------------------       Director                                   May 31, 1996
   Robert W. Fiondella

By             *
  -----------------------------------       Director                                   May 31, 1996
   Bernard Kelly

By             *
  -----------------------------------       Director                                   May 31, 1996
   Wendy Luscombe

By             * 
  -----------------------------------       Director                                   May 31, 1996
   Edward P. Lyons
II-6
By             * 
  -----------------------------------       Director                                   May 31, 1996
   Philip R. McLoughlin

By             *
  -----------------------------------       Director                                   May 31, 1996
   David W. Searfoss

By             * 
  -----------------------------------       Director                                   May 31, 1996
   Donald H. Trautlein

By             *
  -----------------------------------       Director                                   May 31, 1996
   Wilson Wilde
*By:  /s/ Gerald L. Radke
                                     ---------------------
                                       Gerald L. Radke
                                       Attorney-in-Fact

                                      II-7
EXHIBIT INDEX
Exhibit                                                                              Sequentially
Number                              Document                                        Numbered Page
- -------                             --------                                        -------------
4.1      Restated Certificate of Incorporation of the Company, incorporated by
         reference to Exhibit 3.1 to the Company's Registration Statement on
         Form S-1 dated August 29, 1986, as amended by Amendment No. 1 thereto
         dated February 19, 1987 and by Amendment No. 2 thereto dated March 25,
         1987 (File No. 33-8406).

4.2      Certificate of Amendment to the Company's Restated Certificate of
         Incorporation, dated May 20, 1993, incorporated by reference to Exhibit
         4.3 to the Company's Registration Statement on Forms S-8 and S-3 dated
         June 3, 1993 (File No. 33-63768).

4.3      Certificate of Amendment to the Company's Restated Certificate of
         Incorporation, dated May 19, 1994, incorporated by reference to Exhibit
         3 to the Company's Annual Report on Form 10-K for the fiscal year
         ended December 31, 1994 (File No. 0-15428).

4.4      Certificate of Designations designating the Series A Cumulative
         Convertible Preferred Stock of the Company, incorporated by reference
         to Exhibit 4.5 to the Company's Registration Statement on Form S-2
         dated February 21, 1992, as amended by Amendment No. 1 thereto dated
         April 1, 1992 and by Amendment No. 2 thereto dated April 13, 1992 and
         by Amendment No. 3 thereto dated April 23, 1992 (File No. 33-45893).

4.5      By-Laws of the Company, incorporated by reference to Exhibit 3.2 to the
         Company's Registration Statement on Form S-1 dated August 29, 1986, as
         amended by Amendment No. 1 thereto dated February 19, 1987 and by
         Amendment No. 2 thereto dated March 25, 1987 (File No. 33-8406).

4.6      Amendment to By-Laws of the Company, Article IV, Section 1, dated June
         8, 1995, incorporated by reference to Exhibit 3 of the Company's Annual
         Report on Form 10-K for the fiscal year ended December 31, 1995 (File
         No. 0-15428).

*4.7     Director Stock Option Plan of the Company.                                       12

*5       Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
         securities being registered.                                                     18

*23.1    Consent of Price Waterhouse LLP.                                                 20

*23.2    Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5).

*24      Powers of Attorney.                                                              21

28       Information from reports furnished to state insurance regulatory
         authorities, incorporated by reference to Exhibit 28 to the Company's
         Annual Report on
II-8
Form 10-K for the fiscal year ended December 31, 1995.

* Filed herewith.

                                      II-9