As filed with the Securities and Exchange Commission on December 14, 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. RESTRICTED SHARE PLAN
                   ODYSSEY RE HOLDINGS CORP. STOCK OPTION PLAN
                           (Full titles of the plans)
                     ---------------------------------------


                              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         Registered (1)        Offering Price              Aggregate         Registration Fee
                                                      Per Share (4)         Offering Price (4)            (4)
---------------------------------------------------------------------------------------------------------------------
<S>                           <C>                <C>                        <C>                     <C>
Common Stock, par value       336,521 (2)        U.S. $15.11                $5,084,832.31           $1,215.28
$.01 per share                163,479 (3)        U.S. $15.11                $2,470,167.69           $  590.38
                              -----------                                   -------------           ---------
       Total                  500,000                                       $7,555,000.00           $1,805.66
---------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)      This registration statement on Form S-8 (this "Registration Statement")
         shall also cover any additional shares of Common Stock which become
         issuable under the Odyssey Re Holdings Corp. Restricted Share Plan (the
         "Restricted Share Plan") and the Odyssey Re Holdings Corp. Stock Option
         Plan (the "Stock Option Plan") (collectively, the "Plans") 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").

(2)      Includes 144,218 shares of Common Stock that were exchanged from
         subordinate voting shares of Fairfax Financial Holdings Limited
         pursuant to the Fairfax Financial 1999 Restricted Share Plan (the
         "Fairfax Restricted Share Plan") on August 10, 2001 and

<PAGE>

         192,303 shares of Common Stock that were exchanged from subordinate
         voting shares of Fairfax Financial Holdings Limited pursuant to the
         Fairfax Restricted Share Plan on November 12, 2001.

(3)      Includes 28,258 shares of Common Stock that were exchanged from
         subordinate voting shares of Fairfax Financial Holdings Limited
         pursuant to the Fairfax Financial Holdings Limited International Stock
         Option Plan (the "Fairfax Stock Option Plan") on August 10, 2001 and
         18,789 shares of Common Stock that were exchanged from subordinate
         voting shares of Fairfax Financial Holdings Limited pursuant to the
         Fairfax Stock Option Plan on November 12, 2001. Includes 47,226 shares
         of Common Stock subject to outstanding stock options granted pursuant
         to the Stock Option Plan and 69,206 shares of Common Stock available
         for future issuance pursuant to the Stock Option Plan.

(4)      In accordance with Rules 457(c) and 457(h) under the Securities Act of
         1933, as amended (the "Securities Act of 1933"), the Registration Fee,
         the Proposed Maximum Offering Price Per Share and the Proposed Maximum
         Aggregate Offering Price are based on the average of the high and low
         prices of the Common Stock reported on the New York Stock Exchange
         ("NYSE") on December 10, 2001.


                                   Page 2 of 8
                         Exhibit Index Appears on Page 8

<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 of 1933, 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 of 1933, 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 prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as filed with the Commission on June 14, 2001;

                  (b)(1) the Registrant's Quarterly Report on Form 10-Q, as
filed with the Commission on August 7, 2001 (No. 001-16535);

                  (b)(2) the Registrant's Quarterly Report on Form 10-Q, as
filed with the Commission on November 9, 2001 (No. 001-16535); and

                  (c) the description of the Registrant's Common Stock set forth
under the heading "Description of Registrant's Securities to be Registered"
contained in 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 Securities Exchange Act of 1934, as amended (the "Exchange Act").

                  In addition, all 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

<PAGE>

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 director 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
         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.

                  (2) That, for the purpose of determining any liabilities under
         the Securities Act of 1933, 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 of 1933, 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 of 1933 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
of 1933 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 of 1933 and will be governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
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 14th day
of December, 2001.


                                   ODYSSEY RE HOLDINGS CORP.



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

<PAGE>

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

         Signature                                            Title                                       Date
         ---------                                            -----                                       ----
<S>                                                <C>                                                   <C>


/s/ Andrew A. Barnard                             Director and Principal Executive Officer               12/14/01
---------------------------------------
         Andrew A. Barnard


/s/ Charles D. Troiano                            Principal Financial and Accounting Officer             12/14/01
---------------------------------------
         Charles D. Troiano


/s/ V. Prem Watsa*                                 Director
---------------------------------------                                                                   12/14/01
         V. Prem Watsa


/s/ James F. Dowd*                                 Director
---------------------------------------                                                                   12/14/01
         James F. Dowd


/s/ Winslow W. Bennett*                            Director
---------------------------------------                                                                   12/14/01
         Winslow W. Bennett


/s/ Robbert Hartog*                                Director                                               12/14/01
---------------------------------------
         Robbert Hartog


/s/ Anthony F. Griffiths*                          Director
---------------------------------------                                                                   12/14/01
         Anthony F. Griffiths


/s/ Paul B. Ingrey*                                Director
---------------------------------------                                                                   12/14/01
         Paul B. Ingrey


/s/ Courtney Smith*                                Director
---------------------------------------                                                                   12/14/01
         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. Restricted Share Plan
                        (incorporated herein by reference to the
                        Registrant's Registration Statement on Amendment
                        No. 3 to Form S-1 (No. 333-57642), filed with the
                        Commission on June 7, 2001.

  4.4                   Odyssey Re Holdings Corp. Stock Option Plan
                        (incorporated herein by reference to the
                        Registrant's Registration Statement on Amendment
                        No. 3 to Form S-1 (No. 333-57642), filed with the
                        Commission on June 7, 2001.

*23                     Consent of PricewaterhouseCoopers LLP.

*24                     Powers of Attorney.
</TABLE>

----------------------------
*  Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "s8_112901.txt", "description": "FORM S-8", "secsgml_size_bytes": 18802}]
{"company-data": {"conformed-name": "ODYSSEY RE HOLDINGS CORP", "cik": "0001137048", "assigned-sic": "6331", "irs-number": "522301683", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75162", "film-number": "1814084"}, "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 December 14, 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. RESTRICTED SHARE PLAN
                   ODYSSEY RE HOLDINGS CORP. STOCK OPTION PLAN
                           (Full titles of the plans)
                     ---------------------------------------

                              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         Registered (1)        Offering Price              Aggregate         Registration Fee
                                                      Per Share (4)         Offering Price (4)            (4)
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value       336,521 (2)        U.S. $15.11                $5,084,832.31           $1,215.28
$.01 per share                163,479 (3)        U.S. $15.11                $2,470,167.69           $  590.38
                              -----------                                   -------------           ---------
       Total                  500,000                                       $7,555,000.00           $1,805.66
---------------------------------------------------------------------------------------------------------------------
(1)      This registration statement on Form S-8 (this "Registration Statement")
         shall also cover any additional shares of Common Stock which become
         issuable under the Odyssey Re Holdings Corp. Restricted Share Plan (the
         "Restricted Share Plan") and the Odyssey Re Holdings Corp. Stock Option
         Plan (the "Stock Option Plan") (collectively, the "Plans") 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").

(2)      Includes 144,218 shares of Common Stock that were exchanged from
         subordinate voting shares of Fairfax Financial Holdings Limited
         pursuant to the Fairfax Financial 1999 Restricted Share Plan (the
         "Fairfax Restricted Share Plan") on August 10, 2001 and
192,303 shares of Common Stock that were exchanged from subordinate
         voting shares of Fairfax Financial Holdings Limited pursuant to the
         Fairfax Restricted Share Plan on November 12, 2001.

(3)      Includes 28,258 shares of Common Stock that were exchanged from
         subordinate voting shares of Fairfax Financial Holdings Limited
         pursuant to the Fairfax Financial Holdings Limited International Stock
         Option Plan (the "Fairfax Stock Option Plan") on August 10, 2001 and
         18,789 shares of Common Stock that were exchanged from subordinate
         voting shares of Fairfax Financial Holdings Limited pursuant to the
         Fairfax Stock Option Plan on November 12, 2001. Includes 47,226 shares
         of Common Stock subject to outstanding stock options granted pursuant
         to the Stock Option Plan and 69,206 shares of Common Stock available
         for future issuance pursuant to the Stock Option Plan.

(4)      In accordance with Rules 457(c) and 457(h) under the Securities Act of
         1933, as amended (the "Securities Act of 1933"), the Registration Fee,
         the Proposed Maximum Offering Price Per Share and the Proposed Maximum
         Aggregate Offering Price are based on the average of the high and low
         prices of the Common Stock reported on the New York Stock Exchange
         ("NYSE") on December 10, 2001.

                                   Page 2 of 8
                         Exhibit Index Appears on Page 8
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 of 1933, 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 of 1933, 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 prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as filed with the Commission on June 14, 2001;

                  (b)(1) the Registrant's Quarterly Report on Form 10-Q, as
filed with the Commission on August 7, 2001 (No. 001-16535);

                  (b)(2) the Registrant's Quarterly Report on Form 10-Q, as
filed with the Commission on November 9, 2001 (No. 001-16535); and

                  (c) the description of the Registrant's Common Stock set forth
under the heading "Description of Registrant's Securities to be Registered"
contained in 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 Securities Exchange Act of 1934, as amended (the "Exchange Act").

                  In addition, all 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 director 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
         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.

                  (2) That, for the purpose of determining any liabilities under
         the Securities Act of 1933, 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 of 1933, 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 of 1933 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
of 1933 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 of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
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 14th day
of December, 2001.

                                   ODYSSEY RE HOLDINGS CORP.

                                   By:   /s/  Andrew A. Barnard
                                      ------------------------------------------
                                      Name:   Andrew A. Barnard
                                      Title:  President, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                            Title                                       Date
         ---------                                            -----                                       ----
/s/ Andrew A. Barnard                             Director and Principal Executive Officer               12/14/01
---------------------------------------
         Andrew A. Barnard

/s/ Charles D. Troiano                            Principal Financial and Accounting Officer             12/14/01
---------------------------------------
         Charles D. Troiano

/s/ V. Prem Watsa*                                 Director
---------------------------------------                                                                   12/14/01
         V. Prem Watsa

/s/ James F. Dowd*                                 Director
---------------------------------------                                                                   12/14/01
         James F. Dowd

/s/ Winslow W. Bennett*                            Director
---------------------------------------                                                                   12/14/01
         Winslow W. Bennett

/s/ Robbert Hartog*                                Director                                               12/14/01
---------------------------------------
         Robbert Hartog

/s/ Anthony F. Griffiths*                          Director
---------------------------------------                                                                   12/14/01
         Anthony F. Griffiths

/s/ Paul B. Ingrey*                                Director
---------------------------------------                                                                   12/14/01
         Paul B. Ingrey

/s/ Courtney Smith*                                Director
---------------------------------------                                                                   12/14/01
         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. Restricted Share Plan
                        (incorporated herein by reference to the
                        Registrant's Registration Statement on Amendment
                        No. 3 to Form S-1 (No. 333-57642), filed with the
                        Commission on June 7, 2001.

  4.4                   Odyssey Re Holdings Corp. Stock Option Plan
                        (incorporated herein by reference to the
                        Registrant's Registration Statement on Amendment
                        No. 3 to Form S-1 (No. 333-57642), filed with the
                        Commission on June 7, 2001.

*23                     Consent of PricewaterhouseCoopers LLP.

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