<PAGE>
 
     As filed with the Securities and Exchange Commission on May 13, 1997

                                                          Registration No.
===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ________________

                       TERRA NOVA (BERMUDA) HOLDINGS LTD.
             (Exact name of registrant as specified in its charter)

                   BERMUDA                       NOT APPLICABLE
          (State or other jurisdiction of       (I.R.S. Employer
          incorporation or organization)       Identification No.)


                                 RICHMOND HOUSE
                              12 PAR-LA-VILLE ROAD
                            HAMILTON HM 08, BERMUDA
                                 (441) 292-7731
                    (Address of Principal Executive Offices
                              including Zip Code)

                    TERRA NOVA (BERMUDA) HOLDINGS LTD. 1997
                     NON-EMPLOYEE DIRECTORS SHARE UNIT PLAN
                            (Full title of the Plan)

                             CT CORPORATION SYSTEM
                                 1633 BROADWAY
                            NEW YORK, NEW YORK 10019
                                 (212) 664-1666
           (Name, address and telephone number of agent for service)

===============================================================================
<PAGE>
 
     As filed with the Securities and Exchange Commission on May 13, 1997
                                        


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================
                                    Proposed       Proposed
                                    maximum        maximum
    Title of                        offering      aggregate       Amount of
 securities to     Amount to be    price per      offering      registration
 be registered      registered        unit          price            fee
 -------------    --------------   -----------  --------------  -------------
<S>               <C>              <C>          <C>             <C>
Class A                
 Ordinary            100,000(1)        (2)       $2,000,000.00      $606.06
 Shares, par                                           (2)
 value $5.80
 per share
 
===============================================================================
</TABLE>


(1)  Consists of shares of Class A Ordinary Shares ("Common Stock") to be issued
     pursuant to the Terra Nova (Bermuda) Holdings Ltd. 1997 Non-Employee
     Directors Share Unit Plan (the "Plan").  Such indeterminable number of
     additional shares as may be issuable pursuant to the operation of the
     recapitalization provisions of the Plan are hereby also registered.

(2)  Computed pursuant to Rule 457(h) solely for the purpose of determining the
     registration fee, based upon an assumed price of $20.00 per share, the
     average of the high and low sale prices of the Registrant's Common Stock on
     the New York Stock Exchange on May 7, 1997.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          Incorporated by reference in this Registration Statement are the
following documents heretofore filed by Terra Nova (Bermuda) Holdings Ltd. (the
"Company"), with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or
the Securities Exchange Act of 1934, as amended (the "Exchange Act"):

          (a) The Company's latest annual report filed pursuant to Section 13(a)
              or 15(d) of the Exchange Act;

          (b) All other reports filed by the Company pursuant to Section 13(a)
              or 15(d) of the Exchange Act since the end of the fiscal year
              covered by the annual report referred to in (a) above; and

          (c) The description of the Company's Class A Ordinary Shares, par
              value $5.80 per share (the "Common Stock"), contained in a
              registration statement filed under the Exchange Act, and any
              amendment or report filed for the purpose of updating such
              description.

          All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by
<PAGE>
 
reference in this Registration Statement and to be a part hereof from the dates
of filing of such documents.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          Not applicable.

Item 6.   Indemnification of Directors and Officers

Article 28 of the Company's Bye-Laws provides:

          "(a)  The Directors, Secretary and other Officers for the time being
of the Company and the liquidator or trustees (if any) for the time being acting
in relation to any of the affairs of the Company and every one of them, and
their heirs, executors and administrators, shall be indemnified and secured
harmless out of the assets of the Company from and against all actions, costs,
charges, losses, damages and expenses which they or any of them, their heirs,
executors or administrators, shall or may incur or sustain by or by reason of
any act done, concurred in or omitted in or about the execution of their duty,
or supposed duty, or in their respective offices or trusts, and none of them
shall be answerable for the acts, receipts, neglects or defaults of the others
of them or for joining in any receipts for the sake of conformity, or for the
acts of or the solvency or honesty of any bankers or other persons with whom any
moneys or effects belonging to the Company shall or may be lodged or deposited
for safe custody, or for insufficiency or deficiency of any security upon which
any moneys of or belonging to the Company shall be placed out on or invested, or
for any other loss, misfortune or damage which may happen in the execution of
their respective offices or trusts, or in relation thereto, PROVIDED THAT this
indemnity shall not extend to any matter in respect of

                                       2
<PAGE>
 
any wilful negligence, wilful default, fraud or dishonesty which may attach to
any of said persons.

          (b)  Every Director and Officer of the Company shall be indemnified
out of the funds of the Company against all liabilities incurred by him as such
Director or Officer of the Company in defending any proceedings, whether civil
or criminal, in which judgment is given in his favor, or in which he is
acquitted, or in connection with any application under the Companies Acts in
which relief from liability is granted to him by the court.  Such funds shall be
advanced to such Director or Officer on his incurring liability prior to
judgment provided that should he be found guilty of a criminal or other offense
for which he cannot by law be indemnified he shall reimburse the Company the
funds advanced."

          Section 98 of the Companies Act of 1981 of Bermuda provides:

          (1)  Subject to subsection (2), a company may in its bye-laws or in
contract or arrangement between the company and any officer, or any person
employed by the company as auditor, exempt such officer or person from, or
indemnify him in respect of, any loss arising or liability attaching to him by
virtue of any rule of law in respect of any negligence, default, breach of duty
or breach of trust of which the officer or person may be guilty in relation to
the company or any subsidiary thereof.

          (2)  Any provision, whether contained in the bye-laws of a company or
in any contract or arrangement between the company and any officer, or any
person employed by the company as auditor, exempting such officer or person
from, or indemnifying him against any liability which by virtue of any rule of
law would otherwise attach to him in respect of any fraud or dishonesty of which
he may be guilty in relation to the company shall be void.  Provided that -

                                       3
<PAGE>
 
          (a)  nothing in this section shall operate to deprive any person of
any exemption or right to be indemnified in respect of anything done or omitted
to be done by him while any such provision was in force; and

          (b)  notwithstanding anything in this section, a company may, in
pursuance of any such provision as aforesaid indemnify any such officer or
auditor against any liability incurred by him in defending any proceedings,
whether civil or criminal in which judgment is given in his favor or in which he
is acquitted or when relief is granted to him by the Court under section 281.

          Section 98A of the Companies Act 1981 of Bermuda provides that a
company may purchase and maintain insurance for the benefit of any officer of
the company against any liability incurred by him in his capacity as an officer
of the company with respect to a violation of his duty to exercise the care,
diligence and skill that a reasonably prudent person would exercise in
comparable circumstances or indemnifying such an officer in respect of any loss
arising or liability attaching to him by virtue of any rule of law in respect of
any negligence, default, breach of duty or breach of trust of which the officer
may be guilty in relation to the company or any subsidiary thereof and nothing
in this Act shall make void or voidable any such policy.

          As of December 31, 1996, the Company had purchased primary directors
and officers liability insurance from New Hampshire Insurance Company (Europe)
in the amount of (Pounds)12.5 million, with excess cover of (Pounds)7.5 million
provided by Executive Risk Insurance Company and further excess cover of
(Pounds)5.0 million provided by ACE Insurance Company.

Item 7.   Exemption from Registration Claimed

          Not applicable.

                                       4
<PAGE>
 
Item 8.   Exhibits

          An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on pages 12-13.

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, unless the information 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 this
          Registration Statement;

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

                                       5
<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.

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

          (c)  Indemnification.  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 Securities
and Exchange 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

                                       6
<PAGE>
 
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 of 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.

                                       7
<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 Hamilton, Bermuda, on the 9th day of May, 1997.


                         Terra Nova (Bermuda) Holdings Ltd.



                         By:               *
                             ------------------------------
                                  William O. Bailey          
                                Chairman, President and      
                                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.


<TABLE>
<CAPTION>
 
 
      Signature                    Title                   Date
      ---------                    -----                   ----     
<S>                    <C>                            <C>
         *             Chairman, President and        May 9th, 1997
--------------------   Chief Executive Officer 
William O. Bailey      (Principal Executive Officer) 
                                                     
</TABLE>

                                       8
<PAGE>
 
<TABLE>
<CAPTION> 
<S>                    <C>                            <C>
         *             Chief Financial Officer,       May 9th, 1997
--------------------   Senior Vice President and
William J. Wedlake     Principal Accounting Officer
                       (Principal Financial and
                       Accounting Officer)

         *             Deputy Chairman and Director   May 9th, 1997
-------------------- 
John Riddick 
             
         *             Deputy Chairman and Director   May 9th, 1997
-------------------- 
John J. Dwyer

         *             Deputy Chairman and Director   May 9th, 1997
-------------------- 
Nigel H.J. Rogers

         *             Director                       May 9th, 1997
-------------------- 
David L. Jaffe

         *             Director                       May 9th, 1997
-------------------- 
Philip F. Petronis

         *             Director                       May 9th, 1997
-------------------- 
Allan W. Fulkerson

         *             Director                       May 9th, 1997
-------------------- 
Hugh P. Lowenstein

         *             Director                       May 9th, 1997
-------------------- 
Robert S. Fleischer

 
</TABLE>

                                       9
<PAGE>
 
<TABLE>
<CAPTION> 
<S>                         <C>                                <C>
         *                  Director                           May 9th, 1997
-------------------- 
Mark J. Byrne

         *                  Director                           May 9th, 1997
-------------------- 
Steven J. Gilbert

</TABLE>

*By:/s/ Jean M. Waggett     Senior Vice President
    -------------------     Secretary and General Counsel                     
    Attorney-in-Fact        
    Jean M. Waggett

                                       10
<PAGE>
 
                           AUTHORIZED REPRESENTATIVE



       Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement on Form S-8 has been signed below by the undersigned
as the duly authorized representative of the Registrant in the United States.



                            By:    /s/ Jean M. Waggett
                                 -----------------------
                                    Jean M. Waggett



New York, New York
April 28, 1997

                                       11
<PAGE>
 
                               Index to Exhibits
                               -----------------
<TABLE>
<CAPTION>
 
                                                     
 Exhibit                       
   No.             Description of Exhibit                                  
---------  ----------------------------------------- 
<S>        <C>
4.1        Form of Share Certificate
           (incorporated by reference to
           Exhibit 4.1 of Amendment No. 2 to the
           Company's Registration Statement on
           Form S-1, Registration No. 333-1726).

4.2        Indenture, dated June 15, 1995, among
           UK Holdings, the Company and The Chase
           Manhattan Bank, N.A., as trustee
           (incorporated by reference to
           Exhibit 4.2 of the Company's
           Registration Statement on Form S-1,
           Registration No. 333-1726).
 
4.3        First Supplemental Indenture, dated
           October 12, 1995, among UK Holdings,
           the Company and The Chase Manhattan
           Bank, N.A., as trustee (incorporated
           by reference to Exhibit 4.3 of the
           Company's Registration Statement on
           Form S-1, Registration No. 333-1726).
 
4.4        Deposit and Custody Agreement, dated
           June 15, 1995, among UK Holdings, the
           Company, Chase Manhattan Bank
           Luxembourg, S.A., as Custodian, and
           The Chase Manhattan Bank, N.A., as
           Depositary (incorporated by reference
           to Exhibit 4.4 of the Company's
           Registration Statement on Form S-1,
           Registration No. 333-1726).
 
4.5        Terra Nova (Bermuda) Holdings Ltd.
           1997 Non-Employee Directors Share Unit
           Plan (filed herewith).
 
</TABLE>

                                       12
<PAGE>
 
<TABLE>

<S>        <C>
                                                    
 Exhibit                     
   No.             Description of Exhibit                                  
---------  ----------------------------------------- 
5.1        Opinion of Conyers Dill & Pearman
           regarding the legality of the
           securities being registered (filed
           herewith).
 
23.1       Consent of Coopers & Lybrand (filed
           herewith).
 
23.2       Consent of Conyers Dill & Pearman
           (included in the Opinion of Conyers,
           Dill & Pearman filed as Exhibit 5.1).
 
24.1       Power of Attorney (filed herewith).

 
</TABLE>

                                       13
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21380}]
{"company-data": {"conformed-name": "TERRA NOVA BERMUDA HOLDING LTD", "cik": "0000935937", "assigned-sic": "6331", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27025", "film-number": "97603206"}, "business-address": {"street1": "DALLAS BUILDING 7 VICTORIA STREET", "city": "HAMILTON HM 11 BERMU", "state": "D0", "phone": "8092927731"}, "mail-address": {"street1": "POST OFFICE BOX HM 664", "street2": "HAMILTON HM CX BERMUDA", "state": "D0"}}
As filed with the Securities and Exchange Commission on May 13, 1997

                                                          Registration No.
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ________________

                       TERRA NOVA (BERMUDA) HOLDINGS LTD.
             (Exact name of registrant as specified in its charter)

                   BERMUDA                       NOT APPLICABLE
          (State or other jurisdiction of       (I.R.S. Employer
          incorporation or organization)       Identification No.)

                                 RICHMOND HOUSE
                              12 PAR-LA-VILLE ROAD
                            HAMILTON HM 08, BERMUDA
                                 (441) 292-7731
                    (Address of Principal Executive Offices
                              including Zip Code)

                    TERRA NOVA (BERMUDA) HOLDINGS LTD. 1997
                     NON-EMPLOYEE DIRECTORS SHARE UNIT PLAN
                            (Full title of the Plan)

                             CT CORPORATION SYSTEM
                                 1633 BROADWAY
                            NEW YORK, NEW YORK 10019
                                 (212) 664-1666
           (Name, address and telephone number of agent for service)

===============================================================================
As filed with the Securities and Exchange Commission on May 13, 1997
                                        

                        CALCULATION OF REGISTRATION FEE
===============================================================================
                                    Proposed       Proposed
                                    maximum        maximum
    Title of                        offering      aggregate       Amount of
 securities to     Amount to be    price per      offering      registration
 be registered      registered        unit          price            fee
 -------------    --------------   -----------  --------------  -------------
Class A                
 Ordinary            100,000(1)        (2)       $2,000,000.00      $606.06
 Shares, par                                           (2)
 value $5.80
 per share
 
===============================================================================
(1)  Consists of shares of Class A Ordinary Shares ("Common Stock") to be issued
     pursuant to the Terra Nova (Bermuda) Holdings Ltd. 1997 Non-Employee
     Directors Share Unit Plan (the "Plan").  Such indeterminable number of
     additional shares as may be issuable pursuant to the operation of the
     recapitalization provisions of the Plan are hereby also registered.

(2)  Computed pursuant to Rule 457(h) solely for the purpose of determining the
     registration fee, based upon an assumed price of $20.00 per share, the
     average of the high and low sale prices of the Registrant's Common Stock on
     the New York Stock Exchange on May 7, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          Incorporated by reference in this Registration Statement are the
following documents heretofore filed by Terra Nova (Bermuda) Holdings Ltd. (the
"Company"), with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or
the Securities Exchange Act of 1934, as amended (the "Exchange Act"):

          (a) The Company's latest annual report filed pursuant to Section 13(a)
              or 15(d) of the Exchange Act;

          (b) All other reports filed by the Company pursuant to Section 13(a)
              or 15(d) of the Exchange Act since the end of the fiscal year
              covered by the annual report referred to in (a) above; and

          (c) The description of the Company's Class A Ordinary Shares, par
              value $5.80 per share (the "Common Stock"), contained in a
              registration statement filed under the Exchange Act, and any
              amendment or report filed for the purpose of updating such
              description.

          All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the dates
of filing of such documents.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          Not applicable.

Item 6.   Indemnification of Directors and Officers

Article 28 of the Company's Bye-Laws provides:

          "(a)  The Directors, Secretary and other Officers for the time being
of the Company and the liquidator or trustees (if any) for the time being acting
in relation to any of the affairs of the Company and every one of them, and
their heirs, executors and administrators, shall be indemnified and secured
harmless out of the assets of the Company from and against all actions, costs,
charges, losses, damages and expenses which they or any of them, their heirs,
executors or administrators, shall or may incur or sustain by or by reason of
any act done, concurred in or omitted in or about the execution of their duty,
or supposed duty, or in their respective offices or trusts, and none of them
shall be answerable for the acts, receipts, neglects or defaults of the others
of them or for joining in any receipts for the sake of conformity, or for the
acts of or the solvency or honesty of any bankers or other persons with whom any
moneys or effects belonging to the Company shall or may be lodged or deposited
for safe custody, or for insufficiency or deficiency of any security upon which
any moneys of or belonging to the Company shall be placed out on or invested, or
for any other loss, misfortune or damage which may happen in the execution of
their respective offices or trusts, or in relation thereto, PROVIDED THAT this
indemnity shall not extend to any matter in respect of

                                       2
any wilful negligence, wilful default, fraud or dishonesty which may attach to
any of said persons.

          (b)  Every Director and Officer of the Company shall be indemnified
out of the funds of the Company against all liabilities incurred by him as such
Director or Officer of the Company in defending any proceedings, whether civil
or criminal, in which judgment is given in his favor, or in which he is
acquitted, or in connection with any application under the Companies Acts in
which relief from liability is granted to him by the court.  Such funds shall be
advanced to such Director or Officer on his incurring liability prior to
judgment provided that should he be found guilty of a criminal or other offense
for which he cannot by law be indemnified he shall reimburse the Company the
funds advanced."

          Section 98 of the Companies Act of 1981 of Bermuda provides:

          (1)  Subject to subsection (2), a company may in its bye-laws or in
contract or arrangement between the company and any officer, or any person
employed by the company as auditor, exempt such officer or person from, or
indemnify him in respect of, any loss arising or liability attaching to him by
virtue of any rule of law in respect of any negligence, default, breach of duty
or breach of trust of which the officer or person may be guilty in relation to
the company or any subsidiary thereof.

          (2)  Any provision, whether contained in the bye-laws of a company or
in any contract or arrangement between the company and any officer, or any
person employed by the company as auditor, exempting such officer or person
from, or indemnifying him against any liability which by virtue of any rule of
law would otherwise attach to him in respect of any fraud or dishonesty of which
he may be guilty in relation to the company shall be void.  Provided that -

                                       3
(a)  nothing in this section shall operate to deprive any person of
any exemption or right to be indemnified in respect of anything done or omitted
to be done by him while any such provision was in force; and

          (b)  notwithstanding anything in this section, a company may, in
pursuance of any such provision as aforesaid indemnify any such officer or
auditor against any liability incurred by him in defending any proceedings,
whether civil or criminal in which judgment is given in his favor or in which he
is acquitted or when relief is granted to him by the Court under section 281.

          Section 98A of the Companies Act 1981 of Bermuda provides that a
company may purchase and maintain insurance for the benefit of any officer of
the company against any liability incurred by him in his capacity as an officer
of the company with respect to a violation of his duty to exercise the care,
diligence and skill that a reasonably prudent person would exercise in
comparable circumstances or indemnifying such an officer in respect of any loss
arising or liability attaching to him by virtue of any rule of law in respect of
any negligence, default, breach of duty or breach of trust of which the officer
may be guilty in relation to the company or any subsidiary thereof and nothing
in this Act shall make void or voidable any such policy.

          As of December 31, 1996, the Company had purchased primary directors
and officers liability insurance from New Hampshire Insurance Company (Europe)
in the amount of (Pounds)12.5 million, with excess cover of (Pounds)7.5 million
provided by Executive Risk Insurance Company and further excess cover of
(Pounds)5.0 million provided by ACE Insurance Company.

Item 7.   Exemption from Registration Claimed

          Not applicable.

                                       4
Item 8.   Exhibits

          An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on pages 12-13.

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, unless the information 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 this
          Registration Statement;

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

                                       5
(2)  That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

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

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

          (c)  Indemnification.  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 Securities
and Exchange 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

                                       6
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 of 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.

                                       7
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 Hamilton, Bermuda, on the 9th day of May, 1997.

                         Terra Nova (Bermuda) Holdings Ltd.

                         By:               *
                             ------------------------------
                                  William O. Bailey          
                                Chairman, President and      
                                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
      ---------                    -----                   ----
*             Chairman, President and        May 9th, 1997
--------------------   Chief Executive Officer 
William O. Bailey      (Principal Executive Officer)
8
*             Chief Financial Officer,       May 9th, 1997
--------------------   Senior Vice President and
William J. Wedlake     Principal Accounting Officer
                       (Principal Financial and
                       Accounting Officer)

         *             Deputy Chairman and Director   May 9th, 1997
-------------------- 
John Riddick 
             
         *             Deputy Chairman and Director   May 9th, 1997
-------------------- 
John J. Dwyer

         *             Deputy Chairman and Director   May 9th, 1997
-------------------- 
Nigel H.J. Rogers

         *             Director                       May 9th, 1997
-------------------- 
David L. Jaffe

         *             Director                       May 9th, 1997
-------------------- 
Philip F. Petronis

         *             Director                       May 9th, 1997
-------------------- 
Allan W. Fulkerson

         *             Director                       May 9th, 1997
-------------------- 
Hugh P. Lowenstein

         *             Director                       May 9th, 1997
-------------------- 
Robert S. Fleischer
9
*                  Director                           May 9th, 1997
-------------------- 
Mark J. Byrne

         *                  Director                           May 9th, 1997
-------------------- 
Steven J. Gilbert
*By:/s/ Jean M. Waggett     Senior Vice President
    -------------------     Secretary and General Counsel                     
    Attorney-in-Fact        
    Jean M. Waggett

                                       10
AUTHORIZED REPRESENTATIVE

       Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement on Form S-8 has been signed below by the undersigned
as the duly authorized representative of the Registrant in the United States.

                            By:    /s/ Jean M. Waggett
                                 -----------------------
                                    Jean M. Waggett

New York, New York
April 28, 1997

                                       11
Index to Exhibits
                               -----------------
Exhibit                       
   No.             Description of Exhibit                                  
---------  -----------------------------------------
4.1        Form of Share Certificate
           (incorporated by reference to
           Exhibit 4.1 of Amendment No. 2 to the
           Company's Registration Statement on
           Form S-1, Registration No. 333-1726).

4.2        Indenture, dated June 15, 1995, among
           UK Holdings, the Company and The Chase
           Manhattan Bank, N.A., as trustee
           (incorporated by reference to
           Exhibit 4.2 of the Company's
           Registration Statement on Form S-1,
           Registration No. 333-1726).
 
4.3        First Supplemental Indenture, dated
           October 12, 1995, among UK Holdings,
           the Company and The Chase Manhattan
           Bank, N.A., as trustee (incorporated
           by reference to Exhibit 4.3 of the
           Company's Registration Statement on
           Form S-1, Registration No. 333-1726).
 
4.4        Deposit and Custody Agreement, dated
           June 15, 1995, among UK Holdings, the
           Company, Chase Manhattan Bank
           Luxembourg, S.A., as Custodian, and
           The Chase Manhattan Bank, N.A., as
           Depositary (incorporated by reference
           to Exhibit 4.4 of the Company's
           Registration Statement on Form S-1,
           Registration No. 333-1726).
 
4.5        Terra Nova (Bermuda) Holdings Ltd.
           1997 Non-Employee Directors Share Unit
           Plan (filed herewith).
12
Exhibit                     
   No.             Description of Exhibit                                  
---------  ----------------------------------------- 
5.1        Opinion of Conyers Dill & Pearman
           regarding the legality of the
           securities being registered (filed
           herewith).
 
23.1       Consent of Coopers & Lybrand (filed
           herewith).
 
23.2       Consent of Conyers Dill & Pearman
           (included in the Opinion of Conyers,
           Dill & Pearman filed as Exhibit 5.1).
 
24.1       Power of Attorney (filed herewith).
13