As filed with the Securities and Exchange Commission on February 6, 2003
                                                   Registration No. 333-_______

===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                               NYMAGIC, INC.
           (Exact name of registrant as specified in its charter)

          NEW YORK                                            13-3534162
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                             330 Madison Avenue
                          New York, New York 10017
            (Address of principal executive offices) (zip code)

             NYMAGIC, INC. 2002 Nonqualified Stock Option Plan
                         (Full title of the plans)

                                Paul J. Hart
                              General Counsel
                               NYMAGIC, INC.
                             330 Madison Avenue
                          New York, New York 10017
                  (Name and address of agent for service)

  Telephone number, including area code, of agent for service: (212) 551-0777

                                  copy to
                              Laura D. Richman
                          Mayer, Brown, Rowe & Maw
                           190 S. LaSalle Street
                          Chicago, Illinois 60603
               _______________________________________________

                      CALCULATION OF REGISTRATION FEE

===============================================================================
   Title of
  Securities         Amount       Proposed     Proposed Maximum      Amount of
    to be             to be        Maximum     Aggregate Offering  Registration
  Registered       Registered    Offering(1)       Price(1)            Fee
---------------    ----------    ----------    ------------------  ------------

Common Stock,
$1.00 par value     500,000        $18.41         $9,205,000           $847

(1)  Estimated solely for the purpose of computing the registration fee,
     pursuant to Rule 457(c) under the Securities Act of 1933 on the basis
     of the average of the high and low prices of the Ordinary Shares
     reported on the New York Stock Exchange Composite Tape on
     January 31, 2003.

===============================================================================


<PAGE>


                                  PART II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

        Item     3.  Incorporation of documents by reference.

         The following documents, which have heretofore been filed by the
registrant with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated by reference herein and shall be deemed to be a part hereof:

         (a)      Annual Report on Form 10-K for the year ended December
                  31, 2001.

         (b)      Quarterly Report on Form 10-Q for the quarter ended March
                  31, 2002.

         (c)      Quarterly Report on Form 10-Q for the quarter ended June
                  30, 2002.

         (d)      Quarterly Report on Form 10-Q for the quarter ended
                  September 30, 2002.

         (e)      Current Report on Form 8-K filed August 15, 2002.

         (f)      Current Report on Form 8-K filed November 15, 2002.

         (g)      Current Report on 8-K filed February 4, 2003.

         (h)      Description of Common Stock included in the Registration
                  Statement on Form 8-A filed July 2, 1992 under Section 12
                  of the Exchange Act.

         All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated herein by reference and shall be deemed
a part hereof from the date 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.

         Section 721 of the New York Business Corporation Law ("NYBCL")
provides that, in addition to indemnification provided in Article 7 of the
NYBCL, a corporation may indemnify a director or officer by a provision
contained in the certificate of incorporation or bylaws or by a duly
authorized resolution of its stockholders or directors or by agreement,
provided that no indemnification may be made to or on behalf of any
director or officer if a judgment or other final adjudication adverse to
the director or officer establishes that his acts were committed in bad
faith or were the result of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or that he personally
gained in fact a financial profit or other advantage to which he was not
legally entitled.



                                    S-2
<PAGE>

         Section 722(a) of the NYBCL provides that a corporation may
indemnify a director or officer made, or threatened to be made, a party to
any action other than a derivative action, whether civil or criminal,
against judgments, fines, amounts paid in settlement and reasonable
expenses actually and necessarily incurred as a result of such action, if
such director or officer acted, in good faith, for a purpose which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.

         Section 722(c) of the NYBCL provides that a corporation may
indemnify a director or officer, made or threatened to be made a party in a
derivative action, against amounts paid in settlement and reasonable
expenses actually and necessarily incurred by him in connection with the
defense or settlement of such action, or in connection with an appeal
therein if such director or officer acted, in good faith, for a purpose
which he reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification will be
available under Section 722(c) of the NYBCL in respect of (1) a threatened
or pending action which is settled or otherwise disposed of, or (2) any
claim as to which such director or officer shall have been adjudged liable
to the corporation, unless and only to the extent that the court in which
the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon application, that, in view of all
the circumstances of the case, the director or officer is fairly and
reasonably entitled to indemnity for such portion of the settlement amount
and expenses as the court deems proper.

         Section 723 of the NYBCL specifies the manner in which payment of
indemnification under Section 722 of the NYBCL or indemnification permitted
under Section 721 of the NYBCL may be authorized by the corporation. It
provides that indemnification by a corporation is mandatory in any case in
which the director or officer has been successful, whether on the merits or
otherwise, in defending an action. In the event that the director or
officer has not been successful or the action is settled, indemnification
must be authorized by the appropriate corporate action as set forth in
Section 723.

         Section 724 of the NYBCL provides that, upon application by a
director or officer, indemnification may be awarded by a court to the
extent authorized under Section 722 and Section 723 of the NYBCL. Section
725 of the NYBCL contains certain other miscellaneous provisions affecting
the indemnification of directors and officers.

         Section 726 of the NYBCL authorizes a corporation to purchase and
maintain insurance to indemnify (1) a corporation for any obligation which
it incurs as a result of the indemnification of directors and officers
under the provisions of Article 7 of the NYBCL, (2) directors and officers
in instances in which they may be indemnified by a corporation under the
provisions of Article 7 of the NYBCL, and (3) directors and officers in
instances in which they may not otherwise be indemnified by a corporation
under such section, provided the contract of insurance covering such
directors and officers provides, in a manner acceptable to the New York
State Superintendent of Insurance, for a retention amount and for
co-insurance.

         Article V of the registrant's By-laws provides that the registrant
will indemnify each person who serves as director or officer of the
registrant to the fullest extent permissible under the NYBCL and the
Insurance Law of New York. Specifically, and subject to the applicable
provisions of the NYBCL, Article V of the By-laws (i) permits the
registrant to indemnify a director or a director and officer of the


                                    S-3
<PAGE>

registrant ("Indemnitee") made, or threatened to be made, a party to an
action, suit or proceeding by or in the right of the registrant to procure
a judgment in its favor, and (ii) requires the registrant to indemnify an
Indemnitee made, or threatened to be made, a party to an action, suit or
proceeding including, without limitation, one by or in the right of any
other corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other
enterprise, which such Indemnitee served in any capacity at the request of
the registrant, to procure a judgment in its favor, (other than an action,
suit or proceeding referred to in clause (i)), whether civil, criminal,
administrative or investigative, by reason of the fact that he, his
testator or intestate, was a director or a director and officer of the
registrant, or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred as a result of
such action, suit or proceeding, or any appeal therein, provided that the
Indemnitee acted in good faith, for a purpose which he reasonably believed
to be in, or in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other
enterprise, not opposed to, the best interests of the registrant and, in
criminal actions and proceedings, in addition, had no reasonable cause to
believe that his conduct was unlawful; and further provided that the
registrant shall not be required to indemnify an Indemnitee with respect to
any action, suit or proceeding commenced by such Indemnitee, or any
counterclaim, cross-claim, or third-party claim asserted by the Indemnitee
against the registrant.

         Directors and officers of the registrant are also provided with
indemnification against certain liabilities pursuant to a directors and
officers liability insurance policy. Coverage is afforded for any loss that
the insureds become legally obligated to pay by reason of any claim or
claims (including with respect to employment practices or securities
claims) first made against the insured's or any of them during the policy
period from any wrongful acts that are actually or allegedly caused,
committed or attempted by the insured's prior to the end of the policy
period. Wrongful acts are defined as any actual or alleged error,
misstatement, misleading statement or act, omission, neglect or breach of
duty by the insured's while acting in their individual or collective
capacities as directors or officers of the registrant, or any other matter
claimed against them by reason of their being directors or officers of the
registrant. Certain of the registrant's directors are provided, by their
employer, with indemnification against certain liabilities incurred as
directors of the registrant.

         The registrant in the past has entered into underwriting
agreements which provide for indemnification, under certain circumstances,
of the registrant, its officers and its directors by the underwriters.

         Item     7.  Exemption from Registration Claimed.

         Not applicable.

         Item     8.  Exhibits.

         See Exhibit Index which is incorporated herein by reference.

         Item     9.  Undertakings.



                                    S-4
<PAGE>

         A.    Rule 415 Offering.
               -----------------

         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 of 1933;

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

                   (iii)  To include any material information with respect
                          to the plan of distribution not previously
                          disclosed in the registration statement or any
                          material change to such information in the
                          registration statement;

                   Provided, however, that paragraphs (A)(1)(i) and
                   (A)(1)(ii) do not apply if the registration statement
                   is on Form S-3 or Form S-8, and the information
                   required to be included in a post-effective amendment
                   by those paragraphs is contained in periodic reports
                   filed by the registrant pursuant to section 13 or
                   section 15(d) of the Securities Exchange Act of 1934
                   that are incorporated by reference in the registration
                   statement.

               2.  That, for the purpose of determining any liability
                   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.



                                    S-5
<PAGE>

         B.    Filings Incorporating Subsequent Exchange Act Documents
               by Reference.
               -------------------------------------------------------

         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 Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) 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.    Indemnification of Directors and Officers.
               -----------------------------------------

         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
Securities and Exchange 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.







                                    S-6
<PAGE>


                                 SIGNATURES
                                 ----------

         Each person whose signature appears below constitutes and
appoints, George R. Trumbull III, A. George Kallop and Paul J. Hart and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, with full power of substitution and resubstitution, for and in
the name, place and stead of the undersigned, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, full to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         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, New York, on
February 6, 2003.

                                      NYMAGIC, INC.


                                      By: /s/ George R. Trumbull
                                         --------------------------------------
                                      Its: Chairman and Chief Executive Officer

<TABLE>
<CAPTION>

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


Signature                              Title                                   Date
---------                              -----                                   ----
<S>                                    <C>                                     <C>
/s/ George R. Trumbull, III            Chairman and Chief                      February 6, 2003
--------------------------------       Executive Officer;
George R. Trumbull, III                Director

/s/ Thomas J. Iacopelli                Chief Financial Officer                 February 6, 2003
--------------------------------       (Principal Financial Officer)
Thomas J. Iacopelli                    (Principal Accounting Officer)

/s/ William D. Shaw, Jr.               Vice Chairman; Director                 February 6, 2003
--------------------------------
William D. Shaw, Jr.

/s/ A. George Kallop                   Executive Vice President; Director      January 10, 2003
--------------------------------
A. George Kallop

/s/ John R. Anderson                   Director                                January 3, 2003
--------------------------------
John R. Anderson

/s/ Glenn J. Angiolillo                Director                                January 4, 2003
--------------------------------
Glenn J. Angiolillo

/s/ John N. Blackman, Jr.              Director                                January 15, 2003
--------------------------------
John N. Blackman, Jr.





                             S-7
<PAGE>
<CAPTION>


<S>                                    <C>                                     <C>
/s/ Mark W. Blackman                   Director                                January 10, 2003
--------------------------------
Mark W. Blackman

/s/ William J. Michaelcheck            Director                                January 7, 2003
--------------------------------
William J. Michaelcheck

/s/ Robert G. Simses                   Director                                January 13, 2003
--------------------------------
Robert G. Simses

/s/ Glenn R. Yanoff                    Director                                January 7, 2003
--------------------------------
Glenn R. Yanoff

</TABLE>



                                    S-8
<PAGE>


                               EXHIBIT INDEX

Exhibit Number      Description of Document                       Page Number
--------------      -----------------------                       -----------

     4.1            Form of Certificate of Incorporation
                    (Incorporated by reference to Exhibit 3.0
                    of Amendment No. 2 to the registrant's
                    Registration Statement No. 33-27665).

     4.2            Amended and Restated By-laws
                    (Incorporated by reference to Exhibit 3.3
                    to the registrant's Annual Report on Form
                    10-K for the fiscal year ended December
                    31, 1999 (Commission File No. 1-11238).

     4.3            Specimen certificate of Common Stock
                    (Incorporated by reference to Exhibit 4 to
                    the registrant's Registration Statement
                    (No. 33-27665).

     5.1            Opinion of Paul J. Hart.

    23.1            Consent of KPMG LLP.

    23.2            Consent of Paul J. Hart (included in
                    Exhibit 5.1).

    24.1            Powers of Attorney (included in signature
                    pages).






                                    S-9
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 24263}]
{"company-data": {"conformed-name": "NYMAGIC INC", "cik": "0000847431", "assigned-sic": "6351", "irs-number": "133534162", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103018", "film-number": "03542765"}, "business-address": {"street1": "330 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2125510600"}, "mail-address": {"street1": "330 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10017"}}
As filed with the Securities and Exchange Commission on February 6, 2003
                                                   Registration No. 333-_______

===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                               NYMAGIC, INC.
           (Exact name of registrant as specified in its charter)

          NEW YORK                                            13-3534162
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                             330 Madison Avenue
                          New York, New York 10017
            (Address of principal executive offices) (zip code)

             NYMAGIC, INC. 2002 Nonqualified Stock Option Plan
                         (Full title of the plans)

                                Paul J. Hart
                              General Counsel
                               NYMAGIC, INC.
                             330 Madison Avenue
                          New York, New York 10017
                  (Name and address of agent for service)

  Telephone number, including area code, of agent for service: (212) 551-0777

                                  copy to
                              Laura D. Richman
                          Mayer, Brown, Rowe & Maw
                           190 S. LaSalle Street
                          Chicago, Illinois 60603
               _______________________________________________

                      CALCULATION OF REGISTRATION FEE

===============================================================================
   Title of
  Securities         Amount       Proposed     Proposed Maximum      Amount of
    to be             to be        Maximum     Aggregate Offering  Registration
  Registered       Registered    Offering(1)       Price(1)            Fee
---------------    ----------    ----------    ------------------  ------------

Common Stock,
$1.00 par value     500,000        $18.41         $9,205,000           $847

(1)  Estimated solely for the purpose of computing the registration fee,
     pursuant to Rule 457(c) under the Securities Act of 1933 on the basis
     of the average of the high and low prices of the Ordinary Shares
     reported on the New York Stock Exchange Composite Tape on
     January 31, 2003.

===============================================================================
PART II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

        Item     3.  Incorporation of documents by reference.

         The following documents, which have heretofore been filed by the
registrant with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated by reference herein and shall be deemed to be a part hereof:

         (a)      Annual Report on Form 10-K for the year ended December
                  31, 2001.

         (b)      Quarterly Report on Form 10-Q for the quarter ended March
                  31, 2002.

         (c)      Quarterly Report on Form 10-Q for the quarter ended June
                  30, 2002.

         (d)      Quarterly Report on Form 10-Q for the quarter ended
                  September 30, 2002.

         (e)      Current Report on Form 8-K filed August 15, 2002.

         (f)      Current Report on Form 8-K filed November 15, 2002.

         (g)      Current Report on 8-K filed February 4, 2003.

         (h)      Description of Common Stock included in the Registration
                  Statement on Form 8-A filed July 2, 1992 under Section 12
                  of the Exchange Act.

         All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated herein by reference and shall be deemed
a part hereof from the date 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.

         Section 721 of the New York Business Corporation Law ("NYBCL")
provides that, in addition to indemnification provided in Article 7 of the
NYBCL, a corporation may indemnify a director or officer by a provision
contained in the certificate of incorporation or bylaws or by a duly
authorized resolution of its stockholders or directors or by agreement,
provided that no indemnification may be made to or on behalf of any
director or officer if a judgment or other final adjudication adverse to
the director or officer establishes that his acts were committed in bad
faith or were the result of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or that he personally
gained in fact a financial profit or other advantage to which he was not
legally entitled.

                                    S-2
Section 722(a) of the NYBCL provides that a corporation may
indemnify a director or officer made, or threatened to be made, a party to
any action other than a derivative action, whether civil or criminal,
against judgments, fines, amounts paid in settlement and reasonable
expenses actually and necessarily incurred as a result of such action, if
such director or officer acted, in good faith, for a purpose which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.

         Section 722(c) of the NYBCL provides that a corporation may
indemnify a director or officer, made or threatened to be made a party in a
derivative action, against amounts paid in settlement and reasonable
expenses actually and necessarily incurred by him in connection with the
defense or settlement of such action, or in connection with an appeal
therein if such director or officer acted, in good faith, for a purpose
which he reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification will be
available under Section 722(c) of the NYBCL in respect of (1) a threatened
or pending action which is settled or otherwise disposed of, or (2) any
claim as to which such director or officer shall have been adjudged liable
to the corporation, unless and only to the extent that the court in which
the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon application, that, in view of all
the circumstances of the case, the director or officer is fairly and
reasonably entitled to indemnity for such portion of the settlement amount
and expenses as the court deems proper.

         Section 723 of the NYBCL specifies the manner in which payment of
indemnification under Section 722 of the NYBCL or indemnification permitted
under Section 721 of the NYBCL may be authorized by the corporation. It
provides that indemnification by a corporation is mandatory in any case in
which the director or officer has been successful, whether on the merits or
otherwise, in defending an action. In the event that the director or
officer has not been successful or the action is settled, indemnification
must be authorized by the appropriate corporate action as set forth in
Section 723.

         Section 724 of the NYBCL provides that, upon application by a
director or officer, indemnification may be awarded by a court to the
extent authorized under Section 722 and Section 723 of the NYBCL. Section
725 of the NYBCL contains certain other miscellaneous provisions affecting
the indemnification of directors and officers.

         Section 726 of the NYBCL authorizes a corporation to purchase and
maintain insurance to indemnify (1) a corporation for any obligation which
it incurs as a result of the indemnification of directors and officers
under the provisions of Article 7 of the NYBCL, (2) directors and officers
in instances in which they may be indemnified by a corporation under the
provisions of Article 7 of the NYBCL, and (3) directors and officers in
instances in which they may not otherwise be indemnified by a corporation
under such section, provided the contract of insurance covering such
directors and officers provides, in a manner acceptable to the New York
State Superintendent of Insurance, for a retention amount and for
co-insurance.

         Article V of the registrant's By-laws provides that the registrant
will indemnify each person who serves as director or officer of the
registrant to the fullest extent permissible under the NYBCL and the
Insurance Law of New York. Specifically, and subject to the applicable
provisions of the NYBCL, Article V of the By-laws (i) permits the
registrant to indemnify a director or a director and officer of the

                                    S-3
registrant ("Indemnitee") made, or threatened to be made, a party to an
action, suit or proceeding by or in the right of the registrant to procure
a judgment in its favor, and (ii) requires the registrant to indemnify an
Indemnitee made, or threatened to be made, a party to an action, suit or
proceeding including, without limitation, one by or in the right of any
other corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other
enterprise, which such Indemnitee served in any capacity at the request of
the registrant, to procure a judgment in its favor, (other than an action,
suit or proceeding referred to in clause (i)), whether civil, criminal,
administrative or investigative, by reason of the fact that he, his
testator or intestate, was a director or a director and officer of the
registrant, or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred as a result of
such action, suit or proceeding, or any appeal therein, provided that the
Indemnitee acted in good faith, for a purpose which he reasonably believed
to be in, or in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other
enterprise, not opposed to, the best interests of the registrant and, in
criminal actions and proceedings, in addition, had no reasonable cause to
believe that his conduct was unlawful; and further provided that the
registrant shall not be required to indemnify an Indemnitee with respect to
any action, suit or proceeding commenced by such Indemnitee, or any
counterclaim, cross-claim, or third-party claim asserted by the Indemnitee
against the registrant.

         Directors and officers of the registrant are also provided with
indemnification against certain liabilities pursuant to a directors and
officers liability insurance policy. Coverage is afforded for any loss that
the insureds become legally obligated to pay by reason of any claim or
claims (including with respect to employment practices or securities
claims) first made against the insured's or any of them during the policy
period from any wrongful acts that are actually or allegedly caused,
committed or attempted by the insured's prior to the end of the policy
period. Wrongful acts are defined as any actual or alleged error,
misstatement, misleading statement or act, omission, neglect or breach of
duty by the insured's while acting in their individual or collective
capacities as directors or officers of the registrant, or any other matter
claimed against them by reason of their being directors or officers of the
registrant. Certain of the registrant's directors are provided, by their
employer, with indemnification against certain liabilities incurred as
directors of the registrant.

         The registrant in the past has entered into underwriting
agreements which provide for indemnification, under certain circumstances,
of the registrant, its officers and its directors by the underwriters.

         Item     7.  Exemption from Registration Claimed.

         Not applicable.

         Item     8.  Exhibits.

         See Exhibit Index which is incorporated herein by reference.

         Item     9.  Undertakings.

                                    S-4
A.    Rule 415 Offering.
               -----------------

         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 of 1933;

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

                   (iii)  To include any material information with respect
                          to the plan of distribution not previously
                          disclosed in the registration statement or any
                          material change to such information in the
                          registration statement;

                   Provided, however, that paragraphs (A)(1)(i) and
                   (A)(1)(ii) do not apply if the registration statement
                   is on Form S-3 or Form S-8, and the information
                   required to be included in a post-effective amendment
                   by those paragraphs is contained in periodic reports
                   filed by the registrant pursuant to section 13 or
                   section 15(d) of the Securities Exchange Act of 1934
                   that are incorporated by reference in the registration
                   statement.

               2.  That, for the purpose of determining any liability
                   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.

                                    S-5
B.    Filings Incorporating Subsequent Exchange Act Documents
               by Reference.
               -------------------------------------------------------

         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 Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) 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.    Indemnification of Directors and Officers.
               -----------------------------------------

         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
Securities and Exchange 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.

                                    S-6
SIGNATURES
                                 ----------

         Each person whose signature appears below constitutes and
appoints, George R. Trumbull III, A. George Kallop and Paul J. Hart and
each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, with full power of substitution and resubstitution, for and in
the name, place and stead of the undersigned, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, full to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

         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, New York, on
February 6, 2003.

                                      NYMAGIC, INC.

                                      By: /s/ George R. Trumbull
                                         --------------------------------------
                                      Its: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signature                              Title                                   Date
---------                              -----                                   ----
/s/ George R. Trumbull, III            Chairman and Chief                      February 6, 2003
--------------------------------       Executive Officer;
George R. Trumbull, III                Director

/s/ Thomas J. Iacopelli                Chief Financial Officer                 February 6, 2003
--------------------------------       (Principal Financial Officer)
Thomas J. Iacopelli                    (Principal Accounting Officer)

/s/ William D. Shaw, Jr.               Vice Chairman; Director                 February 6, 2003
--------------------------------
William D. Shaw, Jr.

/s/ A. George Kallop                   Executive Vice President; Director      January 10, 2003
--------------------------------
A. George Kallop

/s/ John R. Anderson                   Director                                January 3, 2003
--------------------------------
John R. Anderson

/s/ Glenn J. Angiolillo                Director                                January 4, 2003
--------------------------------
Glenn J. Angiolillo

/s/ John N. Blackman, Jr.              Director                                January 15, 2003
--------------------------------
John N. Blackman, Jr.

                             S-7
/s/ Mark W. Blackman                   Director                                January 10, 2003
--------------------------------
Mark W. Blackman

/s/ William J. Michaelcheck            Director                                January 7, 2003
--------------------------------
William J. Michaelcheck

/s/ Robert G. Simses                   Director                                January 13, 2003
--------------------------------
Robert G. Simses

/s/ Glenn R. Yanoff                    Director                                January 7, 2003
--------------------------------
Glenn R. Yanoff
S-8
EXHIBIT INDEX

Exhibit Number      Description of Document                       Page Number
--------------      -----------------------                       -----------

     4.1            Form of Certificate of Incorporation
                    (Incorporated by reference to Exhibit 3.0
                    of Amendment No. 2 to the registrant's
                    Registration Statement No. 33-27665).

     4.2            Amended and Restated By-laws
                    (Incorporated by reference to Exhibit 3.3
                    to the registrant's Annual Report on Form
                    10-K for the fiscal year ended December
                    31, 1999 (Commission File No. 1-11238).

     4.3            Specimen certificate of Common Stock
                    (Incorporated by reference to Exhibit 4 to
                    the registrant's Registration Statement
                    (No. 33-27665).

     5.1            Opinion of Paul J. Hart.

    23.1            Consent of KPMG LLP.

    23.2            Consent of Paul J. Hart (included in
                    Exhibit 5.1).

    24.1            Powers of Attorney (included in signature
                    pages).

                                    S-9