As filed with the Securities and Exchange Commission on February __, 1999
                                                Registration No. 333-____
===============================================================================


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

                                ACE LIMITED
           (Exact name of registrant as specified in its charter)

              CAYMAN ISLANDS                           98-0091805
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                              The ACE Building
                            30 Woodbourne Avenue
                          Hamilton HM 08, Bermuda
            (Address of principal executive offices) (zip code)

                 ACE Limited 1998 Long-Term Incentive Plan

                          (Full title of the plan)

                             Brian Duperreault
                                ACE Limited
                         c/o CT Corporation System
                               1633 Broadway
                          New York, New York 10019
                  (Name and address of agent for service)

Telephone number, including area code, of agent for service: (441) 295-5200

                                  copy to
                              Laura D. Richman
                            Mayer, Brown & Platt
                           190 S. LaSalle Street
                          Chicago, Illinois 60603
                         -------------------------

                      CALCULATION OF REGISTRATION FEE
===============================================================================

                               Proposed       Proposed
Title of                        Maximum        Maximum
Securities                     Offering       Aggregate         Amount of
to be         Amount to be     Price Per      Offering         Registration
Registered    Registered        Share*         Price*               Fee 
----------    -------------    ---------      ---------        -------------   

Oridinary
Shares,         9,682,823      $26.3438     $255,082,352        $70,913
$.041666667      shares         
par value
-------------------------------------------------------------------------------
*     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 February
      9, 1999.
===============================================================================



<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, as amended, for the year ended
               September 30, 1998.
     
        (b)    Current Report on Form 8-K (date of earliest event reported: 
               December 22, 1998).

        (c)    Current Report on Form 8-K (date of earliest event reported:
               January 12, 1999).
 
        (d)    Description of Ordinary Shares included in the Registration
               Statement on Form 8-A dated March 2, 1993 as amended by
               Amendment No. 1 thereto dated March 11, 1993 filed 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 100 of the Company's Articles of Association contains
provisions with respect to indemnification of the Company's officers and
directors. Such provision provides that the Company shall indemnify, in
accordance with and to the full extent now or hereafter permitted by law,
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, without limitation,
an action by or in the right of the Company), by reason of his acting as a
director, officer, employee or agent of, or his acting in any other
capacity for or on behalf of, the Company, against any liability or expense
actually and reasonably incurred by such person in respect thereof. The
Company may also advance the expenses of defending any such act, suit or
proceeding in accordance with and to the full extent now or hereafter
permitted by law. Such indemnification and advancement of expenses are not
exclusive of any other right to indemnification or advancement of expenses
provided by law or otherwise.

        The Companies Law (1995 Revision) of the Cayman Islands does not
set out any specific restrictions on the ability of a company to indemnify
officers or directors. However, the application of basic principles and
certain Commonwealth case law which is likely to be persuasive in the
Cayman Islands would indicate that indemnification is generally permissible
except in the event that there had been fraud or wilful default on the part
of the officer of director or reckless disregard of his duties and
obligations to the company.

                                    II-1

<PAGE>

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

        Directors and officers of the Company 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 first made against the insureds or any of them during the policy
period from any wrongful acts that are actually or allegedly caused,
committed or attempted by the insureds 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 insureds while acting in their individual or collective
capacities as directors or officers of the Company, or any other matter
claimed against them by reason of their being directors or officers of the
Company. Certain of the Company's directors are provided, by their
employer, with indemnification against certain liabilities incurred as
directors of the Company.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

                4.1      Memorandum of Association of the Company
                         (Incorporated by reference to Exhibit 3.1 to the
                         Company's Annual Report on Form 10-K for the year
                         ended September 30, 1998)

                4.2      Articles of Association of the Company
                         (Incorporated by reference to Exhibit 3.2 to the
                         Company's Annual Report on Form 10-K for the year
                         ended September 30, 1998)

                4.3      Specimen certificate representing Ordinary Shares
                         (Incorporated by reference to Exhibit 4.3 to the 
                         Registration
                         Statement on From S-1 of the Company No. 33-57206)

                5.1      Opinion of Maples and Calder as to the legality of the
                         Ordinary Shares

                23.1     Consent of PricewaterhouseCoopers LLP

                23.2     Consent of Maples and Calder (included in Exhibit 5.1)

                24.1     Powers of Attorney (included in signature pages)

                99.1     Appointment of CT Corporation as U.S. agent for
                         service of process (incorporated by reference to
                         Exhibit 99.1 to Registration Statement on Form S-1
                         of the Company (No. 33-72118)).

                99.2     Confirmation of appointment of CT Corporation System 
                         as U.S. agent for service of process (incorporated by
                         reference to Exhibit 99.2 to Registration Statement on
                         Form S-3 of the Company (No. 333-49257)).

Item 9.  Undertakings.

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-2

<PAGE>



                         (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;

                         (ii)       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.


                                   II-3

<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.
 


                                    II-4

<PAGE>




                                 SIGNATURES


        Each person whose signature appears below constitutes and appoints,
Brian Duperreault, Christopher Z. Marshall, Peter N. Mear and Keith White
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 Hamilton, Bermuda, on February
2, 1999.

                                            ACE Limited


                                            By: /s/ Brian Duperreault
                                                -------------------------------
                                              Its:  Chairman, President 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/ Brian Duperreault
---------------------------    Chairman, President            February 2, 1999
Brian Duperreault               Chief Executive Officer;
                                Director

/s/ Christopher Z. Marshall    Executive Vice President       February 5, 1999
---------------------------     and Chief Financial Officer
Christopher Z. Marshall        (Principal Financial and
                               Accounting Officer)

/s/ Michael G. Atieh
---------------------------    Director                       February 5, 1999
Michael G. Atieh


/s/ Bruce L. Crockett
--------------------------     Director                       February 5, 1999
Bruce L. Crockett




                                    II-5

<PAGE>



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

/s/ Jeffrey W. Greenberg
------------------------          Director              February 5, 1999
Jeffrey W. Greenberg


/s/ Meryl D. Hartzband
------------------------          Director              February 5, 1999
Meryl D. Hartzband


/s/ Robert M. Hernandez
------------------------          Director              February 5, 1999
Robert M. Hernandez


/s/ Donald Kramer
------------------------          Director              February 5, 1999
Donald Kramer


/s/ Peter Menikoff
------------------------          Director              February 5, 1999
Peter Menikoff


/s/ Thomas J. Neff
------------------------          Director              February 5, 1999
Thomas J. Neff


/s/ Glen M. Reinfrew
------------------------          Director              February 5, 1999
Glen M. Renfrew


/s/ Robert Ripp                   Director              February 5, 1999
------------------------
Robert Ripp


/s/ Walter A. Scott
------------------------          Director              February 5, 1999
Walter A. Scott


/s/ Dermott F. Smurfit
------------------------          Director              February 5, 1999
Dermott F. Smurfit


/s/ Robert W. Staley
------------------------          Director              February 2, 1999
Robert W. Staley


/s/ Gary M. Stuart
------------------------          Director              February 5, 1999
Gary M. Stuart


/s/ Sidney F. Wentz
------------------------          Director              February 5, 1999
Sidney F. Wentz



                                    II-6

<PAGE>



                         AUTHORIZED REPRESENTATIVE

   Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the undersigned as the
duly authorized representative of ACE Limited in the United States.

                                             /s/ Brian Duperreault
                                             ----------------------------------
                                              Brian Duperreault


                                             Date:  February 2, 1999




                                    II-7

<PAGE>



                               EXHIBIT INDEX


Exhibit Number    Description of Document                          Page Number
--------------    -----------------------                          ------------
 
      4.1         Memorandum of Association of the Company
                  (Incorporated by reference to Exhibit 3.1 to the
                  Company's Annual Report on Form 10-K for the year
                  ended September 30, 1998)

      4.2         Articles of Association of the Company (Incorporated
                  by reference to Exhibit 3.2 to the Company's Annual
                  Report on Form 10-K for the year ended September 30,
                  1998)

      4.3         Specimen certificate representing Ordinary Shares
                  (Incorporated by reference to Exhibit 4.3 to the
                  Registration Statement on From S-1 of the Company
                  (No. 33-57206))

      5.1         Opinion of Maples and Calder as to the legality of the
                  Ordinary Shares

      23.1        Consent of PricewaterhouseCoopers LLP

      23.2        Consent of Maples and Calder (included in Exhibit 5.1)

      24.1        Powers of Attorney (included in signature pages)

      99.1        Appointment of CT Corporation as U.S. agent for service of
                  process (incorporated by reference to Exhibit 99.1 to
                  Registration Statement on Form S-1 of the Company 
                  (No.33-72118)).

      99.2        Confirmation of appointment of CT Corporation System as U.S.
                  agent for service of process (incorporated by reference to
                  Exhibit 99.2 to Registration Statement on Form S-3 of the
                  Company (No.333-49257)).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22832}]
{"company-data": {"conformed-name": "ACE LTD", "cik": "0000896159", "assigned-sic": "6331", "irs-number": "000000000", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72301", "film-number": "99537199"}, "business-address": {"street1": "ACE BLDG", "street2": "P O BOX HM 1015", "city": "HAMILTON HM 08 BERMU", "state": "D0", "phone": "8092955200"}, "mail-address": {"street1": "P O BOX HM 1015", "city": "HAMITON BERMUDA", "state": "D0"}}
As filed with the Securities and Exchange Commission on February __, 1999
                                                Registration No. 333-____
===============================================================================

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

                                ACE LIMITED
           (Exact name of registrant as specified in its charter)

              CAYMAN ISLANDS                           98-0091805
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                              The ACE Building
                            30 Woodbourne Avenue
                          Hamilton HM 08, Bermuda
            (Address of principal executive offices) (zip code)

                 ACE Limited 1998 Long-Term Incentive Plan

                          (Full title of the plan)

                             Brian Duperreault
                                ACE Limited
                         c/o CT Corporation System
                               1633 Broadway
                          New York, New York 10019
                  (Name and address of agent for service)

Telephone number, including area code, of agent for service: (441) 295-5200

                                  copy to
                              Laura D. Richman
                            Mayer, Brown & Platt
                           190 S. LaSalle Street
                          Chicago, Illinois 60603
                         -------------------------

                      CALCULATION OF REGISTRATION FEE
===============================================================================

                               Proposed       Proposed
Title of                        Maximum        Maximum
Securities                     Offering       Aggregate         Amount of
to be         Amount to be     Price Per      Offering         Registration
Registered    Registered        Share*         Price*               Fee 
----------    -------------    ---------      ---------        -------------   

Oridinary
Shares,         9,682,823      $26.3438     $255,082,352        $70,913
$.041666667      shares         
par value
-------------------------------------------------------------------------------
*     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 February
      9, 1999.
===============================================================================
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, as amended, for the year ended
               September 30, 1998.
     
        (b)    Current Report on Form 8-K (date of earliest event reported: 
               December 22, 1998).

        (c)    Current Report on Form 8-K (date of earliest event reported:
               January 12, 1999).
 
        (d)    Description of Ordinary Shares included in the Registration
               Statement on Form 8-A dated March 2, 1993 as amended by
               Amendment No. 1 thereto dated March 11, 1993 filed 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 100 of the Company's Articles of Association contains
provisions with respect to indemnification of the Company's officers and
directors. Such provision provides that the Company shall indemnify, in
accordance with and to the full extent now or hereafter permitted by law,
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, without limitation,
an action by or in the right of the Company), by reason of his acting as a
director, officer, employee or agent of, or his acting in any other
capacity for or on behalf of, the Company, against any liability or expense
actually and reasonably incurred by such person in respect thereof. The
Company may also advance the expenses of defending any such act, suit or
proceeding in accordance with and to the full extent now or hereafter
permitted by law. Such indemnification and advancement of expenses are not
exclusive of any other right to indemnification or advancement of expenses
provided by law or otherwise.

        The Companies Law (1995 Revision) of the Cayman Islands does not
set out any specific restrictions on the ability of a company to indemnify
officers or directors. However, the application of basic principles and
certain Commonwealth case law which is likely to be persuasive in the
Cayman Islands would indicate that indemnification is generally permissible
except in the event that there had been fraud or wilful default on the part
of the officer of director or reckless disregard of his duties and
obligations to the company.

                                    II-1
The Company in the past has entered into underwriting agreements
which provide for indemnification, under certain circumstances, of the
Company, its officers and its directors by the underwriters.

        Directors and officers of the Company 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 first made against the insureds or any of them during the policy
period from any wrongful acts that are actually or allegedly caused,
committed or attempted by the insureds 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 insureds while acting in their individual or collective
capacities as directors or officers of the Company, or any other matter
claimed against them by reason of their being directors or officers of the
Company. Certain of the Company's directors are provided, by their
employer, with indemnification against certain liabilities incurred as
directors of the Company.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

                4.1      Memorandum of Association of the Company
                         (Incorporated by reference to Exhibit 3.1 to the
                         Company's Annual Report on Form 10-K for the year
                         ended September 30, 1998)

                4.2      Articles of Association of the Company
                         (Incorporated by reference to Exhibit 3.2 to the
                         Company's Annual Report on Form 10-K for the year
                         ended September 30, 1998)

                4.3      Specimen certificate representing Ordinary Shares
                         (Incorporated by reference to Exhibit 4.3 to the 
                         Registration
                         Statement on From S-1 of the Company No. 33-57206)

                5.1      Opinion of Maples and Calder as to the legality of the
                         Ordinary Shares

                23.1     Consent of PricewaterhouseCoopers LLP

                23.2     Consent of Maples and Calder (included in Exhibit 5.1)

                24.1     Powers of Attorney (included in signature pages)

                99.1     Appointment of CT Corporation as U.S. agent for
                         service of process (incorporated by reference to
                         Exhibit 99.1 to Registration Statement on Form S-1
                         of the Company (No. 33-72118)).

                99.2     Confirmation of appointment of CT Corporation System 
                         as U.S. agent for service of process (incorporated by
                         reference to Exhibit 99.2 to Registration Statement on
                         Form S-3 of the Company (No. 333-49257)).

Item 9.  Undertakings.

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-2
(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;

                         (ii)       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.

                                   II-3
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.
 

                                    II-4
SIGNATURES

        Each person whose signature appears below constitutes and appoints,
Brian Duperreault, Christopher Z. Marshall, Peter N. Mear and Keith White
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 Hamilton, Bermuda, on February
2, 1999.

                                            ACE Limited

                                            By: /s/ Brian Duperreault
                                                -------------------------------
                                              Its:  Chairman, President 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/ Brian Duperreault
---------------------------    Chairman, President            February 2, 1999
Brian Duperreault               Chief Executive Officer;
                                Director

/s/ Christopher Z. Marshall    Executive Vice President       February 5, 1999
---------------------------     and Chief Financial Officer
Christopher Z. Marshall        (Principal Financial and
                               Accounting Officer)

/s/ Michael G. Atieh
---------------------------    Director                       February 5, 1999
Michael G. Atieh

/s/ Bruce L. Crockett
--------------------------     Director                       February 5, 1999
Bruce L. Crockett

                                    II-5
Signature                         Title                 Date
---------                         -----                 ----

/s/ Jeffrey W. Greenberg
------------------------          Director              February 5, 1999
Jeffrey W. Greenberg

/s/ Meryl D. Hartzband
------------------------          Director              February 5, 1999
Meryl D. Hartzband

/s/ Robert M. Hernandez
------------------------          Director              February 5, 1999
Robert M. Hernandez

/s/ Donald Kramer
------------------------          Director              February 5, 1999
Donald Kramer

/s/ Peter Menikoff
------------------------          Director              February 5, 1999
Peter Menikoff

/s/ Thomas J. Neff
------------------------          Director              February 5, 1999
Thomas J. Neff

/s/ Glen M. Reinfrew
------------------------          Director              February 5, 1999
Glen M. Renfrew

/s/ Robert Ripp                   Director              February 5, 1999
------------------------
Robert Ripp

/s/ Walter A. Scott
------------------------          Director              February 5, 1999
Walter A. Scott

/s/ Dermott F. Smurfit
------------------------          Director              February 5, 1999
Dermott F. Smurfit

/s/ Robert W. Staley
------------------------          Director              February 2, 1999
Robert W. Staley

/s/ Gary M. Stuart
------------------------          Director              February 5, 1999
Gary M. Stuart

/s/ Sidney F. Wentz
------------------------          Director              February 5, 1999
Sidney F. Wentz

                                    II-6
AUTHORIZED REPRESENTATIVE

   Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the undersigned as the
duly authorized representative of ACE Limited in the United States.

                                             /s/ Brian Duperreault
                                             ----------------------------------
                                              Brian Duperreault

                                             Date:  February 2, 1999

                                    II-7
EXHIBIT INDEX

Exhibit Number    Description of Document                          Page Number
--------------    -----------------------                          ------------
 
      4.1         Memorandum of Association of the Company
                  (Incorporated by reference to Exhibit 3.1 to the
                  Company's Annual Report on Form 10-K for the year
                  ended September 30, 1998)

      4.2         Articles of Association of the Company (Incorporated
                  by reference to Exhibit 3.2 to the Company's Annual
                  Report on Form 10-K for the year ended September 30,
                  1998)

      4.3         Specimen certificate representing Ordinary Shares
                  (Incorporated by reference to Exhibit 4.3 to the
                  Registration Statement on From S-1 of the Company
                  (No. 33-57206))

      5.1         Opinion of Maples and Calder as to the legality of the
                  Ordinary Shares

      23.1        Consent of PricewaterhouseCoopers LLP

      23.2        Consent of Maples and Calder (included in Exhibit 5.1)

      24.1        Powers of Attorney (included in signature pages)

      99.1        Appointment of CT Corporation as U.S. agent for service of
                  process (incorporated by reference to Exhibit 99.1 to
                  Registration Statement on Form S-1 of the Company 
                  (No.33-72118)).

      99.2        Confirmation of appointment of CT Corporation System as U.S.
                  agent for service of process (incorporated by reference to
                  Exhibit 99.2 to Registration Statement on Form S-3 of the
                  Company (No.333-49257)).