As filed with the Securities and Exchange Commission on October 1, 2004
                                            Registration No. 333-_______________
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    Form S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           RENAISSANCERE HOLDINGS LTD.
             (Exact name of registrant as specified in its charter)

           Bermuda                                              98-0138020
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                                Renaissance House
                          8-12 East Broadway, Pembroke
                                     Bermuda
                                 (441) 295-4513
                                 --------------
          (Address, including zip code, and telephone number, including
                   area code, of principal executive offices)

                           RenaissanceRe Holdings Ltd.
                        2004 Stock Option Incentive Plan
                        --------------------------------
                              (Full title of plan)

                            c/o Tracy H. Bowden, Esq.
                          General Counsel and Secretary
                           Glencoe U.S. Holdings Inc.
                               5080 Spectrum Drive
                                 Suite 900 East
                              Addison, Texas 75001
                                 (972) 664-7100
                                 --------------
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

                                   COPIES TO:

  John S. D'Alimonte, Esq.                  Stephen H. Weinstein, Esq.
Willkie Farr & Gallagher LLP       Vice President, General Counsel and Secretary
     787 Seventh Avenue                         Renaissance House
New York, New York 10019-6099             8-12 East Broadway, Pembroke
       (212) 728-8000                                Bermuda
                                                 (441) 295-4513

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
------------------------- ---------------- -------------------- -------------------- ------------------
Title of securities to      Amount to be     Proposed maximum     Proposed maximum        Amount of
be registered              registered (1)   offering price per   aggregate offering   registration fee
                                                share (2)            price (2)
------------------------- ---------------- -------------------- -------------------- ------------------
<S>                           <C>                 <C>              <C>                   <C>
Common Shares, par value
$1.00 per share               6,000,000           $51.43           $308,580,000.00       $39,097.09

(1) Represents 6,000,000 Common Shares of RenaissanceRe Holdings Ltd. issuable pursuant to the
RenaissanceRe Holdings Ltd. 2004 Stock Option Incentive Plan. In addition, this Registration Statement
covers an indeterminable number of additional shares as may hereafter be offered or issued, pursuant to
the Plan, to prevent dilution resulting from stock splits, stock dividends or similar transactions
effected without the receipt of consideration.

(2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and
(h) of Rule 457 under the Securities Act of 1933, as amended, based on the average of the high and low
sales prices of the Common Shares as reported by the New York Stock Exchange on September 29, 2004.
</TABLE>

<PAGE>


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, filed with the Securities and Exchange Commission
(the "Commission") by RenaissanceRe Holdings Ltd. (the "Registrant" or the
"Company"), are incorporated by reference into the Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ending
          December 31, 2003, filed on March 15, 2004, pursuant to the Securities
          Exchange Act of 1934, as amended (the "Exchange Act");

     (b)  The Registrant's Quarterly Reports on Form 10-Q, for the quarters
          ended March 31, 2004, filed on May 10, 2004, and June 30, 2004, filed
          on August 9, 2004, each pursuant to the Exchange Act;

     (c)  The Registrant's Current Reports on Form 8-K filed on March 18, 2004,
          May 5, 2004, July 28, 2004, August 20, 2004, September 2, 2004 and
          September 29, 2004, each pursuant to the Exchange Act; and

     (d)  The description of the Registrant's common shares, par value $1.00 per
          share (the "Common Shares"), which is contained in the Registrant's
          Registration Statement on Form 8-A, filed on July 24, 1995, pursuant
          to the Exchange Act.

     In addition, all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

Item 4.   DESCRIPTION OF SECURITIES

          Inapplicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Inapplicable.

<PAGE>


Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 30 of the Amended and Restated Bye-Laws (the "Bye-Laws") of the
Registrant provides as follows:

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

Article 31 of the Bye-Laws of the Registrant provides as follows:

     "Each Member agrees to waive any claim or right of action such Member might
     have, whether individually or by or in the right of the Company, against
     any Director or Officer on account of any action taken by such Director or
     Officer, or the failure of such Director or Officer to take any action in
     the performance of his duties with or for the Company, PROVIDED THAT such
     waiver shall not extend to any matter in respect of any willful negligence,
     willful default, fraud or dishonesty which may attach to such Director or
     Officer."

Sections 97, 98 and 98A of the Companies Act 1981 of Bermuda (in which the word
"officer" includes both officers and directors) provide as follows:

     "Duty of care of officers

     97   (1)  Every officer of a company in exercising his powers and
     discharging his duties shall:

          (a)  act honestly and in good faith with a view to the best interests
          of the company; and

          (b)  exercise the care, diligence and skill that a reasonably prudent
          person would exercise in comparable circumstances.

<PAGE>


     (2)  Every officer of the company shall comply with this Act, the
     regulations, and the bye-laws of the company.

     (3)  [Deleted]

     (4)  Without in any way limiting the generality of subsection (1) an
          officer of a company shall be deemed not to be acting honestly and in
          good faith if-

          (a)  he fails on request to make known to the auditors of the company
          full details of -

               (i) any emolument, pension or other benefit that he has received
               or it is agreed that he should receive from the company or any of
               the company's subsidiaries; or

               (ii) any loan he has received or is to receive from the company
               or any of its subsidiaries;

          (b)  he fails to disclose at the first opportunity at a meeting of
          directors or by writing to the directors -

               (i) his interest in any material contract or proposed material
               contract with the company or any of its subsidiaries;

               (ii) his material interest in any person that is a party to a
               material contract or proposed material contract with the company
               or any of its subsidiaries.

     (5)  For the purpose of this section -

          (a)  a general notice to the directors of a company by an officer of
          the company declaring that he is an officer of or has a material
          interest in a person and is to be regarded as interested in any
          contract with that person is a sufficient declaration of interest in
          relation to any such contract;

          (b)  the word "material" in relation to a contract or proposed
          contract shall be construed as relating to the materiality of that
          contract or proposed contract in relation to the business of the
          company to which disclosure must be made;

          (c)  an interest occurring by reason of the ownership or direct or
          indirect control of not more than ten percentum of the capital of a
          person shall not be deemed material.

     (5A) An officer is not liable under subsection (1) if he relies in good
     faith upon -

          (a)  financial statements of the company represented to him by another
          officer of the company; or

<PAGE>


          (b)  a report of an attorney, accountant, engineer, appraiser or other
          person whose profession lends credibility to a statement made by him.

     (6)  Any officer of a company who fails to make known a matter he is
     required to make known under subsection (4) shall be liable to a fine of
     one thousand dollars.

     (7)  Nothing in this section shall be taken to prejudice any rule of law or
     any bye-law restricting officers of a company from having any interest in
     contracts with the company."

     "Exemption, Indemnification and Liability of Officers, etc.

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

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

     Provided that -

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

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

<PAGE>


     "Insurance of officers etc.

     98A  A company may purchase and maintain insurance for the benefit of any
     officer of the company against any liability incurred by him under
     paragraph (b) of subsection (1) of section 97 in his capacity as an officer
     of the company or indemnifying such an officer in respect of any loss
     arising or liability attaching to him by virtue of any rule of law in
     respect of any negligence, default, breach of duty or breach of trust of
     which the officer may be guilty in relation to the company or any
     subsidiary thereof and nothing in this Act shall make void or voidable any
     such policy."

The Registrant has entered into employment agreements with all of its executive
officers, each of which contains provisions pursuant to which the Registrant has
agreed to indemnify the executive as required by the Bye-Laws and maintain
customary insurance policies providing for indemnification.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Inapplicable.

Item 8.   EXHIBITS

          Exhibit No.

          5         Opinion of Conyers Dill & Pearman.

          23.1      Consent of Ernst & Young.

          23.2      Consent of Conyers Dill & Pearman (included in Exhibit 5).

          24        Power of Attorney (reference is made to the signature page).

          99.1      RenaissanceRe Holdings Ltd. 2004 Stock Option Incentive Plan
                    (Incorporated by reference to RenaissanceRe Holdings Ltd.'s
                    Current Report on Form 8-K (File No. 001-14428), filed with
                    the Commission on September 2, 2004).

Item 9.   UNDERTAKINGS

          The undersigned registrant hereby undertakes:

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

          (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

          (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;

          (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;

<PAGE>


provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

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

     (c) 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.

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

     3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Pembroke, Bermuda, on September 30,
2004.

                    RENAISSANCERE HOLDINGS LTD.

                    By: /s/ John M. Lummis
                        ------------------------------
                        John M. Lummis
                        Executive Vice President and Chief Financial Officer

<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitute and appoint Martin J. Merrit and Stephen H. Weinstein,
as his true and lawful attorney-in-fact and agent for the undersigned, with full
power of substitution, for and in the name, place and stead of the undersigned
to sign and file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), (i) any and all
pre-effective and post-effective amendments to this registration statement, (ii)
any registration statement relating to this offering that is to be effective
upon filing pursuant to rule 462(b) under the Securities Act, (iii) any exhibits
to any such registration statement or pre-effective or post-effective
amendments, (iv) any and all applications and other documents in connection with
any such registration statement or pre-effective or post-effective amendments,
and generally to do all things and perform any and all acts and things
whatsoever requisite and necessary or desirable to enable RenaissanceRe Holdings
Ltd. to comply with the provisions of the Securities Act and all requirements of
the Securities and Exchange Commission.

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

<TABLE>
<CAPTION>
           Name                              Title                       Date
           ----                              -----                       ----
<S>                             <C>                              <C>

/s/ James N. Stanard            Chief Executive Officer and      September 30, 2004
-----------------------------   Chairman of the Board of
    James N. Stanard            Directors (Principal Executive
                                Officer)


/s/ John M. Lummis              Executive Vice President and     September 30, 2004
-----------------------------   Chief Financial Officer
    John M. Lummis              (Principal Financial and
                                 Accounting Officer)


/s/ William I. Riker            Director and President           September 30, 2004
-----------------------------
    William I. Riker


/s/ Thomas A. Cooper            Director                         September 30, 2004
-----------------------------
    Thomas A. Cooper

<PAGE>


/s/ Edmund B. Greene            Director                         September 30, 2004
-----------------------------
    Edmund B. Greene


/s/ Brian R. Hall               Director                         September 30, 2004
-----------------------------
    Brian R. Hall


/s/ William F. Hecht            Director                         September 30, 2004
-----------------------------
    William F. Hecht


/s/ W. James MacGinnitie        Director                         September 30, 2004
-----------------------------
    W. James MacGinnitie


/s/ Scott E. Pardee             Director                         September 30, 2004
-----------------------------
    Scott E. Pardee


/s/ Nicolas L. Trivisonno       Director                         September 30, 2004
-----------------------------
    Nicolas L. Trivisonno


Glencoe U.S. Holdings Inc.      Authorized Representative in     September 30, 2004
                                the United States

/s/ Tracy H. Bowden
-----------------------------
By: Tracy H. Bowden
Title: General Counsel and
       Secretary Glencoe U.S.
       Holdings Inc.
</TABLE>

<PAGE>


                                INDEX TO EXHIBITS

Exhibit No.    Description of Exhibit
----------     ----------------------

5              Opinion of Conyers Dill & Pearman.

23.1           Consent of Ernst & Young.

23.2           Consent of Conyers Dill & Pearman (included in Exhibit 5).

24             Power of Attorney (reference is made to the signature page).

99.1           RenaissanceRe Holdings Ltd. 2004 Stock Option Incentive Plan
               (Incorporated by reference to RenaissanceRe Holdings Ltd.'s
               Current Report on Form 8-K (File No. 001-14428), filed with
               the Commission on September 2, 2004).
[{"type": "S-8", "sequence": "1", "filename": "r2586654b.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 24028}]
{"company-data": {"conformed-name": "RENAISSANCERE HOLDINGS LTD", "cik": "0000913144", "assigned-sic": "6331", "irs-number": "980138020", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119489", "film-number": "041059533"}, "business-address": {"street1": "RENAISSANCE HOUSE", "street2": "8-12 EAST BROADWAY", "city": "PEMBROKE BERMUDA", "state": "D0", "zip": "HM 19", "phone": "4412954513"}, "mail-address": {"street1": "RENAISSANCE HOUSE", "street2": "8-12 EAST BROADWAY", "city": "PEMBROKE BERMUDA", "state": "D0", "zip": "HM 19"}}
As filed with the Securities and Exchange Commission on October 1, 2004
                                            Registration No. 333-_______________
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    Form S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           RENAISSANCERE HOLDINGS LTD.
             (Exact name of registrant as specified in its charter)

           Bermuda                                              98-0138020
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                                Renaissance House
                          8-12 East Broadway, Pembroke
                                     Bermuda
                                 (441) 295-4513
                                 --------------
          (Address, including zip code, and telephone number, including
                   area code, of principal executive offices)

                           RenaissanceRe Holdings Ltd.
                        2004 Stock Option Incentive Plan
                        --------------------------------
                              (Full title of plan)

                            c/o Tracy H. Bowden, Esq.
                          General Counsel and Secretary
                           Glencoe U.S. Holdings Inc.
                               5080 Spectrum Drive
                                 Suite 900 East
                              Addison, Texas 75001
                                 (972) 664-7100
                                 --------------
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

                                   COPIES TO:

  John S. D'Alimonte, Esq.                  Stephen H. Weinstein, Esq.
Willkie Farr & Gallagher LLP       Vice President, General Counsel and Secretary
     787 Seventh Avenue                         Renaissance House
New York, New York 10019-6099             8-12 East Broadway, Pembroke
       (212) 728-8000                                Bermuda
                                                 (441) 295-4513
CALCULATION OF REGISTRATION FEE
------------------------- ---------------- -------------------- -------------------- ------------------
Title of securities to      Amount to be     Proposed maximum     Proposed maximum        Amount of
be registered              registered (1)   offering price per   aggregate offering   registration fee
                                                share (2)            price (2)
------------------------- ---------------- -------------------- -------------------- ------------------
Common Shares, par value
$1.00 per share               6,000,000           $51.43           $308,580,000.00       $39,097.09

(1) Represents 6,000,000 Common Shares of RenaissanceRe Holdings Ltd. issuable pursuant to the
RenaissanceRe Holdings Ltd. 2004 Stock Option Incentive Plan. In addition, this Registration Statement
covers an indeterminable number of additional shares as may hereafter be offered or issued, pursuant to
the Plan, to prevent dilution resulting from stock splits, stock dividends or similar transactions
effected without the receipt of consideration.

(2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and
(h) of Rule 457 under the Securities Act of 1933, as amended, based on the average of the high and low
sales prices of the Common Shares as reported by the New York Stock Exchange on September 29, 2004.
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, filed with the Securities and Exchange Commission
(the "Commission") by RenaissanceRe Holdings Ltd. (the "Registrant" or the
"Company"), are incorporated by reference into the Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ending
          December 31, 2003, filed on March 15, 2004, pursuant to the Securities
          Exchange Act of 1934, as amended (the "Exchange Act");

     (b)  The Registrant's Quarterly Reports on Form 10-Q, for the quarters
          ended March 31, 2004, filed on May 10, 2004, and June 30, 2004, filed
          on August 9, 2004, each pursuant to the Exchange Act;

     (c)  The Registrant's Current Reports on Form 8-K filed on March 18, 2004,
          May 5, 2004, July 28, 2004, August 20, 2004, September 2, 2004 and
          September 29, 2004, each pursuant to the Exchange Act; and

     (d)  The description of the Registrant's common shares, par value $1.00 per
          share (the "Common Shares"), which is contained in the Registrant's
          Registration Statement on Form 8-A, filed on July 24, 1995, pursuant
          to the Exchange Act.

     In addition, all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents with the
Commission. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

Item 4.   DESCRIPTION OF SECURITIES

          Inapplicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Inapplicable.
Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 30 of the Amended and Restated Bye-Laws (the "Bye-Laws") of the
Registrant provides as follows:

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

Article 31 of the Bye-Laws of the Registrant provides as follows:

     "Each Member agrees to waive any claim or right of action such Member might
     have, whether individually or by or in the right of the Company, against
     any Director or Officer on account of any action taken by such Director or
     Officer, or the failure of such Director or Officer to take any action in
     the performance of his duties with or for the Company, PROVIDED THAT such
     waiver shall not extend to any matter in respect of any willful negligence,
     willful default, fraud or dishonesty which may attach to such Director or
     Officer."

Sections 97, 98 and 98A of the Companies Act 1981 of Bermuda (in which the word
"officer" includes both officers and directors) provide as follows:

     "Duty of care of officers

     97   (1)  Every officer of a company in exercising his powers and
     discharging his duties shall:

          (a)  act honestly and in good faith with a view to the best interests
          of the company; and

          (b)  exercise the care, diligence and skill that a reasonably prudent
          person would exercise in comparable circumstances.
(2)  Every officer of the company shall comply with this Act, the
     regulations, and the bye-laws of the company.

     (3)  [Deleted]

     (4)  Without in any way limiting the generality of subsection (1) an
          officer of a company shall be deemed not to be acting honestly and in
          good faith if-

          (a)  he fails on request to make known to the auditors of the company
          full details of -

               (i) any emolument, pension or other benefit that he has received
               or it is agreed that he should receive from the company or any of
               the company's subsidiaries; or

               (ii) any loan he has received or is to receive from the company
               or any of its subsidiaries;

          (b)  he fails to disclose at the first opportunity at a meeting of
          directors or by writing to the directors -

               (i) his interest in any material contract or proposed material
               contract with the company or any of its subsidiaries;

               (ii) his material interest in any person that is a party to a
               material contract or proposed material contract with the company
               or any of its subsidiaries.

     (5)  For the purpose of this section -

          (a)  a general notice to the directors of a company by an officer of
          the company declaring that he is an officer of or has a material
          interest in a person and is to be regarded as interested in any
          contract with that person is a sufficient declaration of interest in
          relation to any such contract;

          (b)  the word "material" in relation to a contract or proposed
          contract shall be construed as relating to the materiality of that
          contract or proposed contract in relation to the business of the
          company to which disclosure must be made;

          (c)  an interest occurring by reason of the ownership or direct or
          indirect control of not more than ten percentum of the capital of a
          person shall not be deemed material.

     (5A) An officer is not liable under subsection (1) if he relies in good
     faith upon -

          (a)  financial statements of the company represented to him by another
          officer of the company; or
(b)  a report of an attorney, accountant, engineer, appraiser or other
          person whose profession lends credibility to a statement made by him.

     (6)  Any officer of a company who fails to make known a matter he is
     required to make known under subsection (4) shall be liable to a fine of
     one thousand dollars.

     (7)  Nothing in this section shall be taken to prejudice any rule of law or
     any bye-law restricting officers of a company from having any interest in
     contracts with the company."

     "Exemption, Indemnification and Liability of Officers, etc.

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

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

     Provided that -

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

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

     98A  A company may purchase and maintain insurance for the benefit of any
     officer of the company against any liability incurred by him under
     paragraph (b) of subsection (1) of section 97 in his capacity as an officer
     of the company or indemnifying such an officer in respect of any loss
     arising or liability attaching to him by virtue of any rule of law in
     respect of any negligence, default, breach of duty or breach of trust of
     which the officer may be guilty in relation to the company or any
     subsidiary thereof and nothing in this Act shall make void or voidable any
     such policy."

The Registrant has entered into employment agreements with all of its executive
officers, each of which contains provisions pursuant to which the Registrant has
agreed to indemnify the executive as required by the Bye-Laws and maintain
customary insurance policies providing for indemnification.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Inapplicable.

Item 8.   EXHIBITS

          Exhibit No.

          5         Opinion of Conyers Dill & Pearman.

          23.1      Consent of Ernst & Young.

          23.2      Consent of Conyers Dill & Pearman (included in Exhibit 5).

          24        Power of Attorney (reference is made to the signature page).

          99.1      RenaissanceRe Holdings Ltd. 2004 Stock Option Incentive Plan
                    (Incorporated by reference to RenaissanceRe Holdings Ltd.'s
                    Current Report on Form 8-K (File No. 001-14428), filed with
                    the Commission on September 2, 2004).

Item 9.   UNDERTAKINGS

          The undersigned registrant hereby undertakes:

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

          (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

          (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;

          (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 (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

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

     (c) 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.

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

     3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Pembroke, Bermuda, on September 30,
2004.

                    RENAISSANCERE HOLDINGS LTD.

                    By: /s/ John M. Lummis
                        ------------------------------
                        John M. Lummis
                        Executive Vice President and Chief Financial Officer
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitute and appoint Martin J. Merrit and Stephen H. Weinstein,
as his true and lawful attorney-in-fact and agent for the undersigned, with full
power of substitution, for and in the name, place and stead of the undersigned
to sign and file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), (i) any and all
pre-effective and post-effective amendments to this registration statement, (ii)
any registration statement relating to this offering that is to be effective
upon filing pursuant to rule 462(b) under the Securities Act, (iii) any exhibits
to any such registration statement or pre-effective or post-effective
amendments, (iv) any and all applications and other documents in connection with
any such registration statement or pre-effective or post-effective amendments,
and generally to do all things and perform any and all acts and things
whatsoever requisite and necessary or desirable to enable RenaissanceRe Holdings
Ltd. to comply with the provisions of the Securities Act and all requirements of
the Securities and Exchange Commission.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Name                              Title                       Date
           ----                              -----                       ----
/s/ James N. Stanard            Chief Executive Officer and      September 30, 2004
-----------------------------   Chairman of the Board of
    James N. Stanard            Directors (Principal Executive
                                Officer)

/s/ John M. Lummis              Executive Vice President and     September 30, 2004
-----------------------------   Chief Financial Officer
    John M. Lummis              (Principal Financial and
                                 Accounting Officer)

/s/ William I. Riker            Director and President           September 30, 2004
-----------------------------
    William I. Riker

/s/ Thomas A. Cooper            Director                         September 30, 2004
-----------------------------
    Thomas A. Cooper
/s/ Edmund B. Greene            Director                         September 30, 2004
-----------------------------
    Edmund B. Greene

/s/ Brian R. Hall               Director                         September 30, 2004
-----------------------------
    Brian R. Hall

/s/ William F. Hecht            Director                         September 30, 2004
-----------------------------
    William F. Hecht

/s/ W. James MacGinnitie        Director                         September 30, 2004
-----------------------------
    W. James MacGinnitie

/s/ Scott E. Pardee             Director                         September 30, 2004
-----------------------------
    Scott E. Pardee

/s/ Nicolas L. Trivisonno       Director                         September 30, 2004
-----------------------------
    Nicolas L. Trivisonno

Glencoe U.S. Holdings Inc.      Authorized Representative in     September 30, 2004
                                the United States

/s/ Tracy H. Bowden
-----------------------------
By: Tracy H. Bowden
Title: General Counsel and
       Secretary Glencoe U.S.
       Holdings Inc.
INDEX TO EXHIBITS

Exhibit No.    Description of Exhibit
----------     ----------------------

5              Opinion of Conyers Dill & Pearman.

23.1           Consent of Ernst & Young.

23.2           Consent of Conyers Dill & Pearman (included in Exhibit 5).

24             Power of Attorney (reference is made to the signature page).

99.1           RenaissanceRe Holdings Ltd. 2004 Stock Option Incentive Plan
               (Incorporated by reference to RenaissanceRe Holdings Ltd.'s
               Current Report on Form 8-K (File No. 001-14428), filed with
               the Commission on September 2, 2004).