As filed with the Securities and Exchange Commission on June 25, 2001
                                                      Registration No. 333-_____
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

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

                            ODYSSEY RE HOLDINGS CORP.
             (Exact name of registrant as specified in its charter)

            Delaware                                             52-2301683
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                            140 Broadway, 39th Floor,
                            New York, New York 10005
                                 (212) 978-4700
          (Address of Principal Executive Offices, including zip code)

                            ODYSSEY RE HOLDINGS CORP.
                          EMPLOYEE SHARE PURCHASE PLAN
                            (Full title of the plan)

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

                              Donald L. Smith, Esq.
                                 General Counsel
                            Odyssey Re Holdings Corp.
                            140 Broadway, 39th Floor,
                            New York, New York 10005
                                 (212) 978-4700
           (Name, address, and telephone number of agent for service)


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------------------
    Title of securities          Amount to be        Proposed maximum      Proposed maximum          Amount of
    to be registered (1)        Registered (2)        offering price           aggregate         registration fee
                                                       per share (3)        offering price
---------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                   <C>                 <C>                     <C>
Common Stock, par value             300,000               $18.00              $5,400,000              $1,350.00
$.01 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
         Odyssey Re Holdings Corp. Employee Share Purchase Plan.

(2)      This registration statement on Form S-8 (this "Registration Statement")
         shall also cover any additional shares of Common Stock 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 shares of common stock, par value $0.01
         per share (the "Common Stock").

<PAGE>


 (3)     The Proposed Maximum Offering Price Per Share for the shares of Common
         Stock available for future awards under the plan is based on the
         Offering Price listed on the Registrant's Registration Statement on
         Form S-1 (Registration No. 333-57642), as filed with the Commission on
         June 14, 2001.

                                   Page 2 of 9
                         Exhibit Index Appears on Page 9

<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.

<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.
         333-57642), as filed with the Commission on June 14, 2001, pursuant to
         Section 12 of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), with amendments filed previously on May 4, 2001, May
         29, 2001, June 7, 2001, and June 13, 2001;

                  (b) the Registrant's Registration Statement on Form 8-A (No.
         001-16535), as filed with the Commission on June 8, 2001, pursuant to
         Section 12(b) of the Exchange Act; and

                  (c) the description of the Registrant's Common Stock 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. 333-57642), with amendments filed previously on May 4,
         2001, May 29, 2001, June 7, 2001, and June 13, 2001.

                  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 incorporated by reference herein modified 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.

                  None.

Item 6.           Indemnification of Directors and Officers.

                  Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") provides, in summary, that directors and officers of
Delaware corporations such as the Registrant are entitled, under certain
circumstances, to be indemnified against all expenses and liabilities (including
attorneys' fees) incurred by them as a result of suits brought against them in
their capacity as a director or officer if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Registrant,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view

<PAGE>

of all the circumstances of the case, they are fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper. Any such
indemnification may be made by the Registrant only as authorized in each
specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct.

                  The Registrant's certificate of incorporation and by-laws
provide for indemnification of its directors and officers to the fullest extent
permitted by Delaware law, as the same may be amended from time to time.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  See attached Exhibit list.

Item 9.           Undertakings.

                  (a) The undersigned Registrant hereby undertakes:

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

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

                  (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 the
              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 liabilities under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof;

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to

<PAGE>

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.

<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 the City of New York, State of New York on the 21st day of June,
2001.

                                 Odyssey Re Holdings Corp.




                                 By: /s/ Andrew A. Barnard
                                     ------------------------------
                                     Name:    Andrew A. Barnard
                                     Title:  President, Chief Executive Officer

<PAGE>

                                   SIGNATURES
                                   ----------

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

<TABLE>
<CAPTION>

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


<S>                                                <C>                                                    <C>
/s/ Andrew A. Barnard                              Director and Principal Executive Officer               06/21/01
---------------------------------------                                                                   ---------
         Andrew A. Barnard


/s/ Roland W. Jackson                              Principal Financial and Accounting Officer             06/25/01
---------------------------------------                                                                   ---------
         Roland W. Jackson


/s/ V. Prem Watsa*                                 Director                                               06/21/01
---------------------------------------                                                                   ---------
         V. Prem Watsa


/s/ James F. Dowd*                                 Director                                               06/21/01
---------------------------------------                                                                   ---------
         James F. Dowd


/s/ Winslow W. Bennett                             Director                                               06/22/01
---------------------------------------                                                                   ---------
         Winslow W. Bennett


                                                   Director
---------------------------------------                                                                   ---------
         Robbert Hartog


/s/ Anthony F. Griffiths*                          Director                                               06/21/01
---------------------------------------                                                                   ---------
         Anthony F. Griffiths


/s/ Paul B. Ingrey*                                Director                                               06/21/01
---------------------------------------                                                                   ---------
         Paul B. Ingrey


/s/ Courtney Smith*                                Director                                               06/21/01
---------------------------------------                                                                   ---------
         Courtney Smith



*By:  /s/ Andrew A. Barnard
      ---------------------------------
              Attorney-in-fact
</TABLE>



<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

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

<S>               <C>                                                                      <C>
4.1               Amended and Restated Certificate of Incorporation
                  (incorporated herein by reference to the Registrant's
                  Registration Statement on Amendment No. 1 to Form S-1 (No.
                  333-57642), filed with the Commission on May 4, 2001.

4.2               Amended and Restated By-Laws (incorporated herein by reference
                  to the Registrant's Registration Statement on Amendment No. 1
                  to Form S-1 (No. 333-57642), filed with the Commission on May
                  4, 2001.

*4.3              Odyssey Re Holdings Corp. Employee Share Purchase Plan.

*23.1             Consent of PricewaterhouseCoopers LLP.

*24.1             Powers of Attorney.

</TABLE>









-----------------------------
*  Filed herewith.
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{"company-data": {"conformed-name": "ODYSSEY RE HOLDINGS CORP", "cik": "0001137048", "assigned-sic": "6331", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63760", "film-number": "1666640"}, "business-address": {"street1": "140 BROADWAY 39TH FL", "city": "NEW YORK", "state": "NY", "zip": "10005", "phone": "2129784700"}, "mail-address": {"street1": "140 BROADWAY 39TH FL", "city": "NEW YORK", "state": "NY", "zip": "10005"}}
As filed with the Securities and Exchange Commission on June 25, 2001
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

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

                            ODYSSEY RE HOLDINGS CORP.
             (Exact name of registrant as specified in its charter)

            Delaware                                             52-2301683
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                            140 Broadway, 39th Floor,
                            New York, New York 10005
                                 (212) 978-4700
          (Address of Principal Executive Offices, including zip code)

                            ODYSSEY RE HOLDINGS CORP.
                          EMPLOYEE SHARE PURCHASE PLAN
                            (Full title of the plan)

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

                              Donald L. Smith, Esq.
                                 General Counsel
                            Odyssey Re Holdings Corp.
                            140 Broadway, 39th Floor,
                            New York, New York 10005
                                 (212) 978-4700
           (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------------------
    Title of securities          Amount to be        Proposed maximum      Proposed maximum          Amount of
    to be registered (1)        Registered (2)        offering price           aggregate         registration fee
                                                       per share (3)        offering price
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value             300,000               $18.00              $5,400,000              $1,350.00
$.01 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
         Odyssey Re Holdings Corp. Employee Share Purchase Plan.

(2)      This registration statement on Form S-8 (this "Registration Statement")
         shall also cover any additional shares of Common Stock 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 shares of common stock, par value $0.01
         per share (the "Common Stock").
(3)     The Proposed Maximum Offering Price Per Share for the shares of Common
         Stock available for future awards under the plan is based on the
         Offering Price listed on the Registrant's Registration Statement on
         Form S-1 (Registration No. 333-57642), as filed with the Commission on
         June 14, 2001.

                                   Page 2 of 9
                         Exhibit Index Appears on Page 9
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.
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.
         333-57642), as filed with the Commission on June 14, 2001, pursuant to
         Section 12 of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), with amendments filed previously on May 4, 2001, May
         29, 2001, June 7, 2001, and June 13, 2001;

                  (b) the Registrant's Registration Statement on Form 8-A (No.
         001-16535), as filed with the Commission on June 8, 2001, pursuant to
         Section 12(b) of the Exchange Act; and

                  (c) the description of the Registrant's Common Stock 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. 333-57642), with amendments filed previously on May 4,
         2001, May 29, 2001, June 7, 2001, and June 13, 2001.

                  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 incorporated by reference herein modified 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.

                  None.

Item 6.           Indemnification of Directors and Officers.

                  Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") provides, in summary, that directors and officers of
Delaware corporations such as the Registrant are entitled, under certain
circumstances, to be indemnified against all expenses and liabilities (including
attorneys' fees) incurred by them as a result of suits brought against them in
their capacity as a director or officer if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Registrant,
unless and only to the extent that 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, they are fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper. Any such
indemnification may be made by the Registrant only as authorized in each
specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct.

                  The Registrant's certificate of incorporation and by-laws
provide for indemnification of its directors and officers to the fullest extent
permitted by Delaware law, as the same may be amended from time to time.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  See attached Exhibit list.

Item 9.           Undertakings.

                  (a) The undersigned Registrant hereby undertakes:

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

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

                  (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 the
              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 liabilities under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof;

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

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

                  (c) 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.
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 the City of New York, State of New York on the 21st day of June,
2001.

                                 Odyssey Re Holdings Corp.

                                 By: /s/ Andrew A. Barnard
                                     ------------------------------
                                     Name:    Andrew A. Barnard
                                     Title:  President, Chief Executive Officer
SIGNATURES
                                   ----------

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                            Title                                       Date
         ---------                                            -----                                       ----
/s/ Andrew A. Barnard                              Director and Principal Executive Officer               06/21/01
---------------------------------------                                                                   ---------
         Andrew A. Barnard

/s/ Roland W. Jackson                              Principal Financial and Accounting Officer             06/25/01
---------------------------------------                                                                   ---------
         Roland W. Jackson

/s/ V. Prem Watsa*                                 Director                                               06/21/01
---------------------------------------                                                                   ---------
         V. Prem Watsa

/s/ James F. Dowd*                                 Director                                               06/21/01
---------------------------------------                                                                   ---------
         James F. Dowd

/s/ Winslow W. Bennett                             Director                                               06/22/01
---------------------------------------                                                                   ---------
         Winslow W. Bennett

                                                   Director
---------------------------------------                                                                   ---------
         Robbert Hartog

/s/ Anthony F. Griffiths*                          Director                                               06/21/01
---------------------------------------                                                                   ---------
         Anthony F. Griffiths

/s/ Paul B. Ingrey*                                Director                                               06/21/01
---------------------------------------                                                                   ---------
         Paul B. Ingrey

/s/ Courtney Smith*                                Director                                               06/21/01
---------------------------------------                                                                   ---------
         Courtney Smith

*By:  /s/ Andrew A. Barnard
      ---------------------------------
              Attorney-in-fact
EXHIBIT INDEX
Number            Title of Exhibit                                                         Page
------            ----------------                                                         ----
4.1               Amended and Restated Certificate of Incorporation
                  (incorporated herein by reference to the Registrant's
                  Registration Statement on Amendment No. 1 to Form S-1 (No.
                  333-57642), filed with the Commission on May 4, 2001.

4.2               Amended and Restated By-Laws (incorporated herein by reference
                  to the Registrant's Registration Statement on Amendment No. 1
                  to Form S-1 (No. 333-57642), filed with the Commission on May
                  4, 2001.

*4.3              Odyssey Re Holdings Corp. Employee Share Purchase Plan.

*23.1             Consent of PricewaterhouseCoopers LLP.

*24.1             Powers of Attorney.
-----------------------------
*  Filed herewith.