<PAGE>


     As filed with the Securities and Exchange Commission on August 24, 2001
                                                           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.
              Second Amended and Restated 1993 Stock Incentive Plan

                           RenaissanceRe Holdings Ltd.
                            2001 Stock Incentive Plan
                            -------------------------
                              (Full title of plans)

                         Renaissance U.S. Holdings Inc.
                               c/o Mark J. Rickey
                         319 W. Franklin St., Suite 104
                            Richmond, Virginia 23220
                                 (804) 344-3600
                                 --------------
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

                                   COPIES TO:
   John S. D'Alimonte                          John M. Lummis
Willkie Farr & Gallagher    Executive Vice President and Chief Financial Officer
   787 Seventh Avenue                         Renaissance House
   New York, NY 10019                    8-12 East Broadway, Pembroke
     (212) 728-8000                                Bermuda
                                               (441) 295-4513

<TABLE>
                                   CALCULATION OF REGISTRATION FEE
-------------------------- --------------- ------------------- ------------------- -----------------
<CAPTION>
Title of securities to be  Amount to be    Proposed maximum    Proposed maximum    Amount of
registered                 registered (1)  offering price per  aggregate offering  registration fee
                                           share (2)           price (2)
-------------------------- --------------- ------------------- ------------------- -----------------
<S>                        <C>             <C>                 <C>                 <C>
Common Shares, par value   1,950,000       $71.865             $140,136,750        $35,034.19
$1.00 per share
(the "Common Shares")

(1) Represents 1,000,000 Common Shares of RenaissanceRe Holdings Ltd. issuable pursuant to the
RenaissanceRe Holdings Ltd. Second Amended and Restated 1993 Stock Incentive Plan and 950,000 Common
Shares issuable pursuant to the RenaissanceRe Holdings Ltd. 2001 Stock 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 (the "Securities Act").
</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., a Bermuda company (the
"Company"), are incorporated by reference into the Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ending
          December 31, 2000, pursuant to the Securities Exchange Act of 1934
          (the "Exchange Act");

     (b)  The Company's Quarterly Reports on Form 10-Q, filed on May 15, 2001
          and August 14, 2001, pursuant to the Exchange Act;

     (c)  The Company's Current Reports on Form 8-K, filed on April 23, 2001 and
          July 17, 2001, pursuant to the Exchange Act; and

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

     In addition, all documents filed by the Company 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 Company
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 Company 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 of 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 -



<PAGE>


               (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 willful negligence, willful default, 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



<PAGE>


          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 Company has entered into employment agreements with all of its executive
officers each of which contains provisions pursuant to which the Company 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 LLP.

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

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


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Pembroke, Bermuda, on August 24,
2001.

                                        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 constitutes and appoints John M. Lummis, 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, (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 of 1933, as amended, (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 of 1933, as amended, and all requirements of
the Securities and Exchange Commission.

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

Name                          Title                              Date

/s/ James N. Stanard          President, Chief Executive         August 24, 2001
---------------------------   Officer and Chairman of the
    James N. Stanard          Board of Directors
                              (Principal Executive
                              Officer)

/s/ John M. Lummis            Executive Vice President           August 24, 2001
---------------------------   and Chief Financial Officer
    John M. Lummis            (Principal Financial and
                              Accounting Officer)

/s/ William I. Riker          Director & Executive Vice          August 24, 2001
---------------------------   President
    William I. Riker

/s/ Arthur S. Bahr            Director                           August 24, 2001
---------------------------
    Arthur S. Bahr

/s/ Thomas A. Cooper          Director                           August 24, 2001
---------------------------
    Thomas A. Cooper



<PAGE>


/s/ Edmund B. Greene          Director                           August 24, 2001
---------------------------
    Edmund B. Greene

/s/ Brian R. Hall             Director                           August 24, 2001
---------------------------
    Brian R. Hall

/s/ W. James MacGinnitie      Director                           August 24, 2001
---------------------------
    W. James MacGinnitie

/s/ Scott E. Pardee           Director                           August 24, 2001
---------------------------
    Scott E. Pardee



Renaissance U.S. Holdings Inc.   Authorized Representative       August 24, 2001
                                 in the United States
/s/ Mark J. Rickey
---------------------------
Name:  Mark J. Rickey
Title: President, Renaissance U.S.
       Holdings Inc.



<PAGE>


                                INDEX TO EXHIBITS

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

5                   Opinion of Conyers Dill & Pearman.

23.1                Consent of Ernst & Young LLP.

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

24                  Power of Attorney (reference is made to the signature page).
[{"type": "S-8", "sequence": "1", "filename": "rere938716b.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20070}]
{"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": "333-68282", "film-number": "1722699"}, "business-address": {"street1": "RENAISSANCE HOUSE", "street2": "8-12 EAST BROADWAY", "city": "PEMBROKE HM 19 BERMU", "state": "D0", "zip": "00000", "phone": "4412954513"}, "mail-address": {"street1": "RENAISSANCE HOUSE", "street2": "8-12 EAST BROADWAY", "city": "PEMBROKE HM 19 BERMU", "state": "D0", "zip": "00000"}}
As filed with the Securities and Exchange Commission on August 24, 2001
                                                           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.
              Second Amended and Restated 1993 Stock Incentive Plan

                           RenaissanceRe Holdings Ltd.
                            2001 Stock Incentive Plan
                            -------------------------
                              (Full title of plans)

                         Renaissance U.S. Holdings Inc.
                               c/o Mark J. Rickey
                         319 W. Franklin St., Suite 104
                            Richmond, Virginia 23220
                                 (804) 344-3600
                                 --------------
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

                                   COPIES TO:
   John S. D'Alimonte                          John M. Lummis
Willkie Farr & Gallagher    Executive Vice President and Chief Financial Officer
   787 Seventh Avenue                         Renaissance House
   New York, NY 10019                    8-12 East Broadway, Pembroke
     (212) 728-8000                                Bermuda
                                               (441) 295-4513

                                   CALCULATION OF REGISTRATION FEE
-------------------------- --------------- ------------------- ------------------- -----------------
Title of securities to be  Amount to be    Proposed maximum    Proposed maximum    Amount of
registered                 registered (1)  offering price per  aggregate offering  registration fee
                                           share (2)           price (2)
-------------------------- --------------- ------------------- ------------------- -----------------
Common Shares, par value   1,950,000       $71.865             $140,136,750        $35,034.19
$1.00 per share
(the "Common Shares")

(1) Represents 1,000,000 Common Shares of RenaissanceRe Holdings Ltd. issuable pursuant to the
RenaissanceRe Holdings Ltd. Second Amended and Restated 1993 Stock Incentive Plan and 950,000 Common
Shares issuable pursuant to the RenaissanceRe Holdings Ltd. 2001 Stock 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 (the "Securities Act").
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., a Bermuda company (the
"Company"), are incorporated by reference into the Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ending
          December 31, 2000, pursuant to the Securities Exchange Act of 1934
          (the "Exchange Act");

     (b)  The Company's Quarterly Reports on Form 10-Q, filed on May 15, 2001
          and August 14, 2001, pursuant to the Exchange Act;

     (c)  The Company's Current Reports on Form 8-K, filed on April 23, 2001 and
          July 17, 2001, pursuant to the Exchange Act; and

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

     In addition, all documents filed by the Company 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 Company
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 Company 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 of 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 willful negligence, willful default, 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 Company has entered into employment agreements with all of its executive
officers each of which contains provisions pursuant to which the Company 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 LLP.

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

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

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Pembroke, Bermuda, on August 24,
2001.

                                        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 constitutes and appoints John M. Lummis, 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, (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 of 1933, as amended, (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 of 1933, as amended, and all requirements of
the Securities and Exchange Commission.

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

Name                          Title                              Date

/s/ James N. Stanard          President, Chief Executive         August 24, 2001
---------------------------   Officer and Chairman of the
    James N. Stanard          Board of Directors
                              (Principal Executive
                              Officer)

/s/ John M. Lummis            Executive Vice President           August 24, 2001
---------------------------   and Chief Financial Officer
    John M. Lummis            (Principal Financial and
                              Accounting Officer)

/s/ William I. Riker          Director & Executive Vice          August 24, 2001
---------------------------   President
    William I. Riker

/s/ Arthur S. Bahr            Director                           August 24, 2001
---------------------------
    Arthur S. Bahr

/s/ Thomas A. Cooper          Director                           August 24, 2001
---------------------------
    Thomas A. Cooper
/s/ Edmund B. Greene          Director                           August 24, 2001
---------------------------
    Edmund B. Greene

/s/ Brian R. Hall             Director                           August 24, 2001
---------------------------
    Brian R. Hall

/s/ W. James MacGinnitie      Director                           August 24, 2001
---------------------------
    W. James MacGinnitie

/s/ Scott E. Pardee           Director                           August 24, 2001
---------------------------
    Scott E. Pardee

Renaissance U.S. Holdings Inc.   Authorized Representative       August 24, 2001
                                 in the United States
/s/ Mark J. Rickey
---------------------------
Name:  Mark J. Rickey
Title: President, Renaissance U.S.
       Holdings Inc.
INDEX TO EXHIBITS

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

5                   Opinion of Conyers Dill & Pearman.

23.1                Consent of Ernst & Young LLP.

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

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