As filed with the Securities and Exchange Commission on September 7, 2001
                                                   Registration No. 333-62006

===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ____________________________________
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      ____________________________________
                               Max Re Capital Ltd.
             (Exact Name of Registrant as Specified in Its Charter)

      Bermuda                                            Not Applicable
  (State or Other                                       (I.R.S. Employer
   Jurisdiction of                                    Identification Number)
   Incorporation or
    Organization)
                      ____________________________________
                                   Ascot House
                                 28 Queen Street
                                 Hamilton HM 11
                                     Bermuda
                            Telephone: (441) 296-8800
          (Address of Principal Executive Offices, Including Zip Code)

                               MAX RE CAPITAL LTD.
                 AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                              CT Corporation System
                                111 Eighth Avenue
                            New York, New York 10011
                            Telephone: (212) 590-9200
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)
                      ____________________________________
                                 With a copy to:

    Stephen E. Older, Esq.                              Lisa J. Marshall
    Kerry E. Berchem, Esq.                            Conyers Dill & Pearman
 Akin, Gump, Strauss, Hauer &                             Clarendon house
        Feld, L.L.P.                                      2 Church Street
     590 Madison Avenue                              Hamilton, HM 11, Bermuda
  New York, New York 10022                           Telephone:(441) 295-1922
  Telephone:(212) 872-1000
                      ____________________________________

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

========================== ======================== ======================= ======================== =======================
 Title of Securities to         Amount to be           Proposed Maximum        Proposed Maximum             Amount of
    be Registered (1)          Registered (2)         Offering Price Per      Aggregate Offering         Registration Fee
                                                          Share (3)                  Price
<S>                        <C>                      <C>                     <C>                      <C>

-------------------------- ------------------------ ----------------------- ------------------------ -----------------------
Common Shares, par value          2,000,000                 $14.39                $28,780,000                 $7,195
$1.00 per share
========================== ======================== ======================= ======================== =======================
</TABLE>

(1)       Pursuant to Rule 416(c) under the  Securities  Act of 1933, as amended
          (the  "Securities   Act"),  this  Registration   Statement  covers  an
          indeterminate  amount of interests  to be offered or sold  pursuant to
          the Max Re Capital  Ltd.  Amended and  Restated  2000 Stock  Incentive
          Plan.

(2)       This   registration   statement   on  Form  S-8  (this   "Registration
          Statement") shall also cover any additional Common Shares which become
          issuable under the plan being registered pursuant to this Registration
          Statement   by   reason   of  any   stock   dividend,   stock   split,
          recapitalization or any other similar transaction effected without the
          receipt of consideration which results in an increase in the number of
          the Registrant's  outstanding common shares, par value $1.00 per share
          (the "Common Shares").

(3)       Estimated  pursuant to Rule 457(h)  solely for purpose of  calculating
          the  registration  fee based upon $14.39,  the average of the high and
          low prices  for the  Common  Shares  reported  on the NASDAQ  National
          Market System on September 4, 2001.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.        Plan 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, and the "Note" to Part I of Form S-8.

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, and the "Note" to Part I of Form S-8.




                                       2
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

               The following documents,  which have been filed with or furnished
to the Securities and Exchange  Commission (the  "Commission") by the Registrant
are incorporated as of their respective dates in this Registration  Statement by
reference.

               (a) the  Registrant's  Registration  Statement  on Form  S-1 (No.
          333-62006),  as filed with the Commission on August 14, 2001, pursuant
          to Section 12 of the Securities  Exchange Act of 1934, as amended (the
          "Exchange Act").

               (b) the  Registrant's  Registration  Statement  on Form  8-A (No.
          000-33047),  as filed with the Commission on August 6, 2001,  pursuant
          to Section 12(g) of the Exchange Act; and

               (c) the description of the  Registrant's  Common Shares set forth
          under the heading  "Description  of Capital  Stock"  contained  in the
          Prospectus filed as part of the Registrant's Registration Statement on
          Form S-1 (No. 333-62006).

               All other documents subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective  amendment to this  Registration  Statement that indicates that
all securities  offered have been sold or which  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 subsequently filed document that 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 required.

Item 5.        Interests of Named Experts and Counsel.

               Certain members of Akin,  Gump,  Strauss,  Hauer & Feld,  L.L.P.,
               including  Stephen  E.  Older and Kerry E.  Berchem,  own  common
               shares of the Registrant.

Item 6.        Indemnification of Directors and Officers.


                                       3
<PAGE>


               The  Companies Act 1981 of Bermuda,  as amended,  provides that a
Bermuda  company may indemnify  its directors and officers in their  capacity as
directors  or officers of any loss  arising or  liability  attaching  to them by
virtue of any rule of law in respect of any negligence,  default, breach of duty
or breach of trust of which a director  or officer  may be guilty in relation to
the company  other than in respect of the  director's  or officer's own fraud or
dishonesty.

               The  Registrant's  bye-laws  provide for  indemnification  of its
directors, officers and certain other persons to the fullest extent permitted by
Bermuda  law, as the same may be amended  from time to time.  In  addition,  the
bye-laws  permit the  Registrant  to purchase and maintain  insurance to protect
itself and any director, officer or other persons entitled to indemnification by
the Registrant, to the fullest extent permitted by law.

Item 7.        Exemption from Registration Claimed.

               Not applicable.

Item 8.        Exhibits.

               See attached Exhibit list.

Item 9.        Undertakings.

               (a)  The undersigned hereby undertakes:

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


                      (i)to include any prospectus  required by Section 10(a)(3)
                         of the Securities Act;

                      (ii) to  reflect  in the  prospectus  any  facts or events
                         arising  after the effective  date of 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;

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


                                       4
<PAGE>


                    (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; and

                    (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.

               (b)  The  undersigned  Registrant  hereby  undertakes  that,  for
purposes of determining  any liability  under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (c) Insofar as indemnification  for liabilities arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  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.


                                       5
<PAGE>

                                   SIGNATURES

               Pursuant  to  the   requirements   of  the  Securities  Act,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Hamilton, Bermuda on the 7th day of September 2001.

                                  Max Re Capital Ltd.

                                  /S/ ROBERT J. COONEY
                                  ---------------------------------------------
                                  By:    /s/ Robert J. Cooney
                                  Name:  Robert J. Cooney
                                  Title: Chief Executive Officer and President



                                POWER OF ATTORNEY

               KNOW  ALL MEN BY THESE  PRESENTS,  that  each of the  undersigned
directors  and  officers of Max Re Capital  Ltd.,  a Bermuda  limited  liability
company,  constitutes and appoints, jointly and severally,  Robert J. Cooney and
Keith S. Hynes, his true and lawful  attorneys-in-fact  and agents, each of whom
may act alone, with full powers of substitution and resubstitution,  for him and
in his  name,  place  and  stead,  in any and  all  capacities,  to  sign  (1) a
registration  statement or  statements on Form S-8, or such other form as may be
recommended  by  counsel,  to be  filed  with  the  Commission,  and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments  to  registration  statements on Form S-8  previously  filed with the
Commission,  and any and all  instruments  and documents  filed as part of or in
connection  with the said  registration  statement or amendments  thereto,  with
respect to the Registrant's benefit and incentive plans and (2) any registration
statements,  reports  and  applications  relating  thereto  to be  filed  by the
Registrant with the Commission  and/or any national  securities  exchanges under
the  Exchange  Act,  and  any  and  all  amendments  thereto,  and  any  and all
instruments  and  documents  filed  as  part  of  or  in  connection  with  such
registration  statements  or reports or amendments  thereto;  granting unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite and necessary to be done, as
fully for all intents and purposes as he might or could do in person, and hereby
ratifying  and  confirming  all that the said  attorneys-in-fact  and  agents or
either of them, may lawfully do or cause to be done by virtue hereof.


                                       6
<PAGE>

               Pursuant  to  the   requirements  of  the  Securities  Act,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the 7th day of September 2001.

             SIGNATURE                                       TITLE
             ---------                                       -----


/s/ Robert J. Cooney                      Director, Chairman, President and
-----------------------------             Chief Executive Officer
Robert J. Cooney


/s/ W. Dave Brining                       Executive Vive President - Property
-----------------------------             And Casualty Operations
W. Dave Brining


/s/ Keith S. Hynes                        Executive Vice President and Chief
-----------------------------             Financial Officer
Keith S. Hynes


/s/ Philip R. Kruse                       Executive Vice President - Life and
-----------------------------             Annuity Operations
Philip R. Kruse


/s/ Peter A. Minton                       Executive Vice President and Chief
-----------------------------             Risk Officer
Peter A. Minton


/s/ Louis Moore Bacon                     Director
-----------------------------
Louis Moore Bacon


/s/ Zack H. Bacon, III                    Deputy Chairman and Director
-----------------------------
Zack H. Bacon, III


/s/ Stephan W. Bub                        Director
-----------------------------
Stephan W. Bub


/s/ Laurence W. Cheng                     Director
-----------------------------
Laurence W. Cheng


                                          Director
-----------------------------
Glenn Dubin


/s/ Willis T. King, Jr.                   Director
-----------------------------
Willis T. King, Jr.


                                       7
<PAGE>


/s/ Peter J. Rackley                      Director
-----------------------------
Peter J. Rackley


/s/ James L. Zech                         Director
-----------------------------
James L. Zech


/s/ Mario P. Torsiello                    Director
-----------------------------
Mario P. Torsiello


/s/ William H. Heyman                     Director
-----------------------------
William H. Heyman


                                          Director
-----------------------------
Steven M. Skala


                                       8
<PAGE>



                                  EXHIBIT INDEX


Number               Title of Exhibit
------               ----------------

4.1                  Memorandum of Association (incorporated herein by reference
                     to the Registrant's Registration Statement on Amendment No.
                     1 to Form S-1 (No. 333-62006), filed with the Commission on
                     July 6, 2001).

4.2                  Bye-Laws   (incorporated   herein  by   reference   to  the
                     Registrant's   Registration  Statement  on  Form  S-1  (No.
                     333-62006),  as originally filed with the Commission on May
                     31, 2001).

4.3                  Specimen Common Share Certificate  (incorporated  herein by
                     reference  to the  Registrant's  Registration  Statement on
                     Amendment  No. 5 to Form S-1 (No.  333-620061),  filed with
                     the Commission on August 13, 2001).

*4.4                 Max  Re  Capital  Ltd.  Amended  and  Restated  2000  Stock
                     Incentive Plan

*5.1                 Opinion of Conyers Dill & Pearman

*23.1                Consent of KPMG

*23.2                Consent of Conyers Dill & Pearman  (included in the opinion
                     filed as Exhibit 5.1 hereto).

*24.1                Power  of  Attorney  (included  as  part  of the  signature
                     pages).

--------------------------
*Filed herewith




                                       9
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{"company-data": {"conformed-name": "MAX RE CAPITAL LTD", "cik": "0001141719", "assigned-sic": "6331", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69092", "film-number": "1733088"}, "business-address": {"street1": "ASCOT HOUSE 28 QUEEN STREET", "street2": "HAMILTON BERMUDA HM11", "phone": "4412968800"}, "mail-address": {"street1": "ASCOT HOUSE 28 QUEEN STREET", "street2": "HAMILTON BERMUDA HM11"}}
As filed with the Securities and Exchange Commission on September 7, 2001
                                                   Registration No. 333-62006

===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ____________________________________
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      ____________________________________
                               Max Re Capital Ltd.
             (Exact Name of Registrant as Specified in Its Charter)

      Bermuda                                            Not Applicable
  (State or Other                                       (I.R.S. Employer
   Jurisdiction of                                    Identification Number)
   Incorporation or
    Organization)
                      ____________________________________
                                   Ascot House
                                 28 Queen Street
                                 Hamilton HM 11
                                     Bermuda
                            Telephone: (441) 296-8800
          (Address of Principal Executive Offices, Including Zip Code)

                               MAX RE CAPITAL LTD.
                 AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                              CT Corporation System
                                111 Eighth Avenue
                            New York, New York 10011
                            Telephone: (212) 590-9200
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)
                      ____________________________________
                                 With a copy to:

    Stephen E. Older, Esq.                              Lisa J. Marshall
    Kerry E. Berchem, Esq.                            Conyers Dill & Pearman
 Akin, Gump, Strauss, Hauer &                             Clarendon house
        Feld, L.L.P.                                      2 Church Street
     590 Madison Avenue                              Hamilton, HM 11, Bermuda
  New York, New York 10022                           Telephone:(441) 295-1922
  Telephone:(212) 872-1000
                      ____________________________________

                         CALCULATION OF REGISTRATION FEE
========================== ======================== ======================= ======================== =======================
 Title of Securities to         Amount to be           Proposed Maximum        Proposed Maximum             Amount of
    be Registered (1)          Registered (2)         Offering Price Per      Aggregate Offering         Registration Fee
                                                          Share (3)                  Price
-------------------------- ------------------------ ----------------------- ------------------------ -----------------------
Common Shares, par value          2,000,000                 $14.39                $28,780,000                 $7,195
$1.00 per share
========================== ======================== ======================= ======================== =======================
(1)       Pursuant to Rule 416(c) under the  Securities  Act of 1933, as amended
          (the  "Securities   Act"),  this  Registration   Statement  covers  an
          indeterminate  amount of interests  to be offered or sold  pursuant to
          the Max Re Capital  Ltd.  Amended and  Restated  2000 Stock  Incentive
          Plan.

(2)       This   registration   statement   on  Form  S-8  (this   "Registration
          Statement") shall also cover any additional Common Shares which become
          issuable under the plan being registered pursuant to this Registration
          Statement   by   reason   of  any   stock   dividend,   stock   split,
          recapitalization or any other similar transaction effected without the
          receipt of consideration which results in an increase in the number of
          the Registrant's  outstanding common shares, par value $1.00 per share
          (the "Common Shares").

(3)       Estimated  pursuant to Rule 457(h)  solely for purpose of  calculating
          the  registration  fee based upon $14.39,  the average of the high and
          low prices  for the  Common  Shares  reported  on the NASDAQ  National
          Market System on September 4, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.        Plan 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, and the "Note" to Part I of Form S-8.

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, and the "Note" to Part I of Form S-8.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

               The following documents,  which have been filed with or furnished
to the Securities and Exchange  Commission (the  "Commission") by the Registrant
are incorporated as of their respective dates in this Registration  Statement by
reference.

               (a) the  Registrant's  Registration  Statement  on Form  S-1 (No.
          333-62006),  as filed with the Commission on August 14, 2001, pursuant
          to Section 12 of the Securities  Exchange Act of 1934, as amended (the
          "Exchange Act").

               (b) the  Registrant's  Registration  Statement  on Form  8-A (No.
          000-33047),  as filed with the Commission on August 6, 2001,  pursuant
          to Section 12(g) of the Exchange Act; and

               (c) the description of the  Registrant's  Common Shares set forth
          under the heading  "Description  of Capital  Stock"  contained  in the
          Prospectus filed as part of the Registrant's Registration Statement on
          Form S-1 (No. 333-62006).

               All other documents subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective  amendment to this  Registration  Statement that indicates that
all securities  offered have been sold or which  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 subsequently filed document that 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 required.

Item 5.        Interests of Named Experts and Counsel.

               Certain members of Akin,  Gump,  Strauss,  Hauer & Feld,  L.L.P.,
               including  Stephen  E.  Older and Kerry E.  Berchem,  own  common
               shares of the Registrant.

Item 6.        Indemnification of Directors and Officers.

                                       3
The  Companies Act 1981 of Bermuda,  as amended,  provides that a
Bermuda  company may indemnify  its directors and officers in their  capacity as
directors  or officers of any loss  arising or  liability  attaching  to them by
virtue of any rule of law in respect of any negligence,  default, breach of duty
or breach of trust of which a director  or officer  may be guilty in relation to
the company  other than in respect of the  director's  or officer's own fraud or
dishonesty.

               The  Registrant's  bye-laws  provide for  indemnification  of its
directors, officers and certain other persons to the fullest extent permitted by
Bermuda  law, as the same may be amended  from time to time.  In  addition,  the
bye-laws  permit the  Registrant  to purchase and maintain  insurance to protect
itself and any director, officer or other persons entitled to indemnification by
the Registrant, to the fullest extent permitted by law.

Item 7.        Exemption from Registration Claimed.

               Not applicable.

Item 8.        Exhibits.

               See attached Exhibit list.

Item 9.        Undertakings.

               (a)  The undersigned hereby undertakes:

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

                      (i)to include any prospectus  required by Section 10(a)(3)
                         of the Securities Act;

                      (ii) to  reflect  in the  prospectus  any  facts or events
                         arising  after the effective  date of 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;

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

                                       4
(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; and

                    (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.

               (b)  The  undersigned  Registrant  hereby  undertakes  that,  for
purposes of determining  any liability  under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (c) Insofar as indemnification  for liabilities arising under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  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.

                                       5
SIGNATURES

               Pursuant  to  the   requirements   of  the  Securities  Act,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Hamilton, Bermuda on the 7th day of September 2001.

                                  Max Re Capital Ltd.

                                  /S/ ROBERT J. COONEY
                                  ---------------------------------------------
                                  By:    /s/ Robert J. Cooney
                                  Name:  Robert J. Cooney
                                  Title: Chief Executive Officer and President

                                POWER OF ATTORNEY

               KNOW  ALL MEN BY THESE  PRESENTS,  that  each of the  undersigned
directors  and  officers of Max Re Capital  Ltd.,  a Bermuda  limited  liability
company,  constitutes and appoints, jointly and severally,  Robert J. Cooney and
Keith S. Hynes, his true and lawful  attorneys-in-fact  and agents, each of whom
may act alone, with full powers of substitution and resubstitution,  for him and
in his  name,  place  and  stead,  in any and  all  capacities,  to  sign  (1) a
registration  statement or  statements on Form S-8, or such other form as may be
recommended  by  counsel,  to be  filed  with  the  Commission,  and any and all
amendments and post-effective amendments thereto, and any and all post-effective
amendments  to  registration  statements on Form S-8  previously  filed with the
Commission,  and any and all  instruments  and documents  filed as part of or in
connection  with the said  registration  statement or amendments  thereto,  with
respect to the Registrant's benefit and incentive plans and (2) any registration
statements,  reports  and  applications  relating  thereto  to be  filed  by the
Registrant with the Commission  and/or any national  securities  exchanges under
the  Exchange  Act,  and  any  and  all  amendments  thereto,  and  any  and all
instruments  and  documents  filed  as  part  of  or  in  connection  with  such
registration  statements  or reports or amendments  thereto;  granting unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite and necessary to be done, as
fully for all intents and purposes as he might or could do in person, and hereby
ratifying  and  confirming  all that the said  attorneys-in-fact  and  agents or
either of them, may lawfully do or cause to be done by virtue hereof.

                                       6
Pursuant  to  the   requirements  of  the  Securities  Act,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the 7th day of September 2001.

             SIGNATURE                                       TITLE
             ---------                                       -----

/s/ Robert J. Cooney                      Director, Chairman, President and
-----------------------------             Chief Executive Officer
Robert J. Cooney

/s/ W. Dave Brining                       Executive Vive President - Property
-----------------------------             And Casualty Operations
W. Dave Brining

/s/ Keith S. Hynes                        Executive Vice President and Chief
-----------------------------             Financial Officer
Keith S. Hynes

/s/ Philip R. Kruse                       Executive Vice President - Life and
-----------------------------             Annuity Operations
Philip R. Kruse

/s/ Peter A. Minton                       Executive Vice President and Chief
-----------------------------             Risk Officer
Peter A. Minton

/s/ Louis Moore Bacon                     Director
-----------------------------
Louis Moore Bacon

/s/ Zack H. Bacon, III                    Deputy Chairman and Director
-----------------------------
Zack H. Bacon, III

/s/ Stephan W. Bub                        Director
-----------------------------
Stephan W. Bub

/s/ Laurence W. Cheng                     Director
-----------------------------
Laurence W. Cheng

                                          Director
-----------------------------
Glenn Dubin

/s/ Willis T. King, Jr.                   Director
-----------------------------
Willis T. King, Jr.

                                       7
/s/ Peter J. Rackley                      Director
-----------------------------
Peter J. Rackley

/s/ James L. Zech                         Director
-----------------------------
James L. Zech

/s/ Mario P. Torsiello                    Director
-----------------------------
Mario P. Torsiello

/s/ William H. Heyman                     Director
-----------------------------
William H. Heyman

                                          Director
-----------------------------
Steven M. Skala

                                       8
EXHIBIT INDEX

Number               Title of Exhibit
------               ----------------

4.1                  Memorandum of Association (incorporated herein by reference
                     to the Registrant's Registration Statement on Amendment No.
                     1 to Form S-1 (No. 333-62006), filed with the Commission on
                     July 6, 2001).

4.2                  Bye-Laws   (incorporated   herein  by   reference   to  the
                     Registrant's   Registration  Statement  on  Form  S-1  (No.
                     333-62006),  as originally filed with the Commission on May
                     31, 2001).

4.3                  Specimen Common Share Certificate  (incorporated  herein by
                     reference  to the  Registrant's  Registration  Statement on
                     Amendment  No. 5 to Form S-1 (No.  333-620061),  filed with
                     the Commission on August 13, 2001).

*4.4                 Max  Re  Capital  Ltd.  Amended  and  Restated  2000  Stock
                     Incentive Plan

*5.1                 Opinion of Conyers Dill & Pearman

*23.1                Consent of KPMG

*23.2                Consent of Conyers Dill & Pearman  (included in the opinion
                     filed as Exhibit 5.1 hereto).

*24.1                Power  of  Attorney  (included  as  part  of the  signature
                     pages).

--------------------------
*Filed herewith

                                       9