As filed with the Securities and Exchange Commission on October 24, 1997
                                           Registration No. 333-_____________
===============================================================================


                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

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


                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                        LASALLE RE HOLDINGS LIMITED
           (Exact Name of Registrant as Specified in Its Charter)

                                  Bermuda
       (State or Other Jurisdiction of Incorporation or Organization)

                               Not Applicable
                    (I.R.S. Employer Identification No.)

        25 Church Street, P.O. Box HM 1502, Hamilton HM FX, Bermuda
                  (Address of Principal Executive Offices)

                        LASALLE RE HOLDINGS LIMITED
                       1996 LONG-TERM INCENTIVE PLAN
                          (Full Title of the Plan)

                           CT Corporation System
                               1633 Broadway
                          New York, New York 10019
                  (Name and Address of Agent For Service)

                               (212) 664-1666
       (Telephone Number, Including Area Code, of Agent For Service)

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


                      CALCULATION OF REGISTRATION FEE
===============================================================================
                                          Proposed    Proposed
                                          Maximum     Maximum
                                          Offering    Aggregate     Amount of
  Title of Securities    Amount to Be     Price Per   Offering    Registration
   to Be Registered      Registered(1)    Share(2)    Price(2)         Fee
-------------------------------------------------------------------------------
   Common Shares,
     par value 
   $1.00 per share      1,000,000          $  (2)   $29,839,862.63   $9,042.39 
===============================================================================

(1)   Also registered hereby are an indeterminate number of additional shares
      that may become issuable pursuant to the anti-dilution provisions of
      the plan.
(2)   Estimated pursuant to Rule 457(h)(1) solely for the purpose of 
      calculating the registration fee, based (i) in the case of up to 446,436
      Common Shares that in the future may be issued upon exercise of options
      previously granted pursuant to the Registrant's 1996 Long-Term Incentive
      Plan, on the respective exercise prices ranging from $17.33 per share to
      $27.33 per share and (ii) in the case of up to 553,564 Common Shares
      that in the future may be issued upon the exercise of options to be
      granted, or that otherwise may be issued, pursuant to the Registrant's
      1996 Long-Term Incentive Plan, on the average of the high and low
      sale prices of the Registrant's Common Shares as reported on the New
      York Stock Exchange on October 23, 1997.




                                         1

<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
LaSalle Re Holdings Limited (the "Company") with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), File No. 1-12823, are incorporated by
reference herein and shall be deemed to be a part hereof:

         (a)      The Company's Annual Report on Form 10-K for the year ended 
                  September 30, 1996;

         (b)      The Company's Quarterly Reports on Form 10-Q for the
                  quarters ended December 31, 1996, March 31, 1997 and June
                  30, 1997; and

         (c)      The description of the Company's common shares, par value
                  $1.00 per share, included in the Company's Registration
                  Statement on Form 8-A.

         All documents subsequently filed by the Company 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.

         Pursuant to the provisions of the Companies Act 1981 of Bermuda,
the Company has adopted provisions in its Bye-Laws which require it to
indemnify its directors and officers in certain circumstances and
specifically to indemnify its directors and officers against all amounts
actually and reasonably incurred to the Company or its shareholders by
reason of a breach of duty to the Company, provided that such director or
officer acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Company and, with respect to any
criminal action, suit or proceeding, had no reasonable cause to believe
that the conduct was unlawful, and except for any claim, issue or matter as
to which such person shall have been finally adjudged to be liable for
wilful negligence, wilful default, fraud or dishonesty in the performance
of the duty to the Company.

         The Company also maintains insurance on its directors and
officers, which covers liabilities under the federal securities laws.

Item 7.  Exemption from Registration Claimed.

         Not applicable.


                                       2

<PAGE>



Item 8.  Exhibits.

         See Index to Exhibits which is incorporated herein by reference.

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this
                  registration statement:

                  (i)           To include any prospectus required by Section 
                                10(a)(3) of the Securities Act of 1933;

                  (ii)          To reflect in the prospectus any facts or 
                                events arising after the effective date of the 
                                registration statement (or the most recent
                                post-effective amendment thereof) which, 
                                individually or in the aggregate, represent a 
                                fundamental change in the information set forth 
                                in the registration statement. Notwithstanding 
                                the foregoing, any increase or decrease in the 
                                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 and 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 20 percent change in the 
                                maximum aggregate offering price set forth in
                                the "Calculation of Registration Fee" table in 
                                the effective registration statement;

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

                                provided, however, that paragraphs (1)(i)
                                and (1)(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 with or furnished
                                to the Commission by the registrant
                                pursuant to Section 13 or 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.

         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 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.


                                       3

<PAGE>



         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 provisions described
in Item 6 of this registration statement, 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.


                                      4

<PAGE>



                                 SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hamilton, Bermuda on the 25th day of
September 1997.


                               LASALLE RE HOLDINGS LIMITED


                               By:  /s/   ANDREW COOK
                                   ------------------------------------
                                   Name: Andrew Cook
                                   Title: Chief Financial Officer and Treasurer



                           POWER OF ATTORNEY
  
Each person whose signature appears below constitutes and appoints
Victor H. Blake, Andrew Cook, Ivan P. Berk and Clare Moran, or any of them,
such person's true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, 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.

     Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following
persons in the capacities indicated and on the 25th day of September, 1997.


          Signature                                    Position
          ---------                                    --------



   /s/   VICTOR H. BLAKE
-------------------------------------         Chairman, President and
          Victor H. Blake                     Chief Executive Officer
                                             (Principal Executive Officer)


   /s/   ANDREW COOK
--------------------------------------       Chief Financial Officer and
         Andrew Cook                           Treasurer (Principal Financial
                                               Officer)


   /s/   STEVEN GIVEN
--------------------------------------       Controller (Principal Accounting
         Steven Given                          Officer)




   /s/   WILLIAM J. ADAMSON, JR.
---------------------------------------      Director
          William J. Adamson, Jr.



   /s/   IVAN P. BERK
----------------------------------------     Director
         Ivan P. Berk



                                        5

<PAGE>

      


   /s/   JONATHAN H. KAGAN
----------------------------------------     Director
         Jonathan H. Kagan



   /s/   DONALD P. KOZIOL, JR.
----------------------------------------     Director
         Donald P. Koziol, Jr.



   /s/   LESTER POLLACK
----------------------------------------     Director
         Lester Pollack



   /s/   PETER J. RACKLEY
----------------------------------------     Director
        Peter J. Rackley



  /s/   DAVID A. STOCKMAN
----------------------------------------     Director
        David A. Stockman



  /s/   PAUL J. ZEPF
----------------------------------------     Director
        Paul J. Zepf




                            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 the registrant in the
United States.



                                           /s/ WILLIAM J. ADAMSON, JR.
                                           ---------------------------------
                                               William J. Adamson, Jr.

September 25, 1997




                                        6

<PAGE>


                              INDEX TO EXHIBITS


Exhibit                      Document Description
-------                      --------------------

4.1           Memorandum of Association of the Company (incorporated by 
              reference to Exhibit 3.1 to Registration Statement on Form S-1 
              (No. 33-97304))

4.2           Bye-laws of the Company (incorporated by reference to Exhibit 3.1 
              to Form 10-Q for the quarterly period ended December 31, 1995 
              (File No. 0-27216))

4.3           LaSalle Re Holdings Limited 1996 Long-Term Incentive Plan
              (incorporated by reference to Exhibit 10.13 to Registration
              Statement on Form S-1 (No. 333-14861))

4.4           First Amendment to LaSalle Re Holdings Limited 1996 Long-Term
              Incentive Plan, dated September 25, 1997

5.1           Opinion of Conyers Dill & Pearman as to the legality of the 
              securities offered 

23.1          Consent of KPMG Peat Marwick

23.2          Consent of Conyers Dill & Pearman (included in its opinion filed 
              as Exhibit 5.1)

24.1          Power of Attorney (included in signature pages)

99.1          Appointment of CT Corporation System as U.S. agent for service 
              of process



                                        7
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{"company-data": {"conformed-name": "LASALLE RE HOLDINGS LTD", "cik": "0001001384", "assigned-sic": "6331", "irs-number": "000000000", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38653", "film-number": "97700395"}, "business-address": {"street1": "25 CHURCH ST", "street2": "PO BOX HM 1502", "city": "HAMILTON HM FX BERMU", "state": "D0", "phone": "4412923339"}, "mail-address": {"street1": "25 CHURCH ST", "street2": "PO BOX HM 1502", "city": "HAMILTON HM FX", "state": "D0"}}
As filed with the Securities and Exchange Commission on October 24, 1997
                                           Registration No. 333-_____________
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

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

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                        LASALLE RE HOLDINGS LIMITED
           (Exact Name of Registrant as Specified in Its Charter)

                                  Bermuda
       (State or Other Jurisdiction of Incorporation or Organization)

                               Not Applicable
                    (I.R.S. Employer Identification No.)

        25 Church Street, P.O. Box HM 1502, Hamilton HM FX, Bermuda
                  (Address of Principal Executive Offices)

                        LASALLE RE HOLDINGS LIMITED
                       1996 LONG-TERM INCENTIVE PLAN
                          (Full Title of the Plan)

                           CT Corporation System
                               1633 Broadway
                          New York, New York 10019
                  (Name and Address of Agent For Service)

                               (212) 664-1666
       (Telephone Number, Including Area Code, of Agent For Service)

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

                      CALCULATION OF REGISTRATION FEE
===============================================================================
                                          Proposed    Proposed
                                          Maximum     Maximum
                                          Offering    Aggregate     Amount of
  Title of Securities    Amount to Be     Price Per   Offering    Registration
   to Be Registered      Registered(1)    Share(2)    Price(2)         Fee
-------------------------------------------------------------------------------
   Common Shares,
     par value 
   $1.00 per share      1,000,000          $  (2)   $29,839,862.63   $9,042.39 
===============================================================================

(1)   Also registered hereby are an indeterminate number of additional shares
      that may become issuable pursuant to the anti-dilution provisions of
      the plan.
(2)   Estimated pursuant to Rule 457(h)(1) solely for the purpose of 
      calculating the registration fee, based (i) in the case of up to 446,436
      Common Shares that in the future may be issued upon exercise of options
      previously granted pursuant to the Registrant's 1996 Long-Term Incentive
      Plan, on the respective exercise prices ranging from $17.33 per share to
      $27.33 per share and (ii) in the case of up to 553,564 Common Shares
      that in the future may be issued upon the exercise of options to be
      granted, or that otherwise may be issued, pursuant to the Registrant's
      1996 Long-Term Incentive Plan, on the average of the high and low
      sale prices of the Registrant's Common Shares as reported on the New
      York Stock Exchange on October 23, 1997.

                                         1
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have heretofore been filed by
LaSalle Re Holdings Limited (the "Company") with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), File No. 1-12823, are incorporated by
reference herein and shall be deemed to be a part hereof:

         (a)      The Company's Annual Report on Form 10-K for the year ended 
                  September 30, 1996;

         (b)      The Company's Quarterly Reports on Form 10-Q for the
                  quarters ended December 31, 1996, March 31, 1997 and June
                  30, 1997; and

         (c)      The description of the Company's common shares, par value
                  $1.00 per share, included in the Company's Registration
                  Statement on Form 8-A.

         All documents subsequently filed by the Company 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.

         Pursuant to the provisions of the Companies Act 1981 of Bermuda,
the Company has adopted provisions in its Bye-Laws which require it to
indemnify its directors and officers in certain circumstances and
specifically to indemnify its directors and officers against all amounts
actually and reasonably incurred to the Company or its shareholders by
reason of a breach of duty to the Company, provided that such director or
officer acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Company and, with respect to any
criminal action, suit or proceeding, had no reasonable cause to believe
that the conduct was unlawful, and except for any claim, issue or matter as
to which such person shall have been finally adjudged to be liable for
wilful negligence, wilful default, fraud or dishonesty in the performance
of the duty to the Company.

         The Company also maintains insurance on its directors and
officers, which covers liabilities under the federal securities laws.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                       2
Item 8.  Exhibits.

         See Index to Exhibits which is incorporated herein by reference.

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this
                  registration statement:

                  (i)           To include any prospectus required by Section 
                                10(a)(3) of the Securities Act of 1933;

                  (ii)          To reflect in the prospectus any facts or 
                                events arising after the effective date of the 
                                registration statement (or the most recent
                                post-effective amendment thereof) which, 
                                individually or in the aggregate, represent a 
                                fundamental change in the information set forth 
                                in the registration statement. Notwithstanding 
                                the foregoing, any increase or decrease in the 
                                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 and 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 20 percent change in the 
                                maximum aggregate offering price set forth in
                                the "Calculation of Registration Fee" table in 
                                the effective registration statement;

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

                                provided, however, that paragraphs (1)(i)
                                and (1)(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 with or furnished
                                to the Commission by the registrant
                                pursuant to Section 13 or 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.

         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 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.

                                       3
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 provisions described
in Item 6 of this registration statement, 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.

                                      4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hamilton, Bermuda on the 25th day of
September 1997.

                               LASALLE RE HOLDINGS LIMITED

                               By:  /s/   ANDREW COOK
                                   ------------------------------------
                                   Name: Andrew Cook
                                   Title: Chief Financial Officer and Treasurer

                           POWER OF ATTORNEY
  
Each person whose signature appears below constitutes and appoints
Victor H. Blake, Andrew Cook, Ivan P. Berk and Clare Moran, or any of them,
such person's true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, 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.

     Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following
persons in the capacities indicated and on the 25th day of September, 1997.

          Signature                                    Position
          ---------                                    --------

   /s/   VICTOR H. BLAKE
-------------------------------------         Chairman, President and
          Victor H. Blake                     Chief Executive Officer
                                             (Principal Executive Officer)

   /s/   ANDREW COOK
--------------------------------------       Chief Financial Officer and
         Andrew Cook                           Treasurer (Principal Financial
                                               Officer)

   /s/   STEVEN GIVEN
--------------------------------------       Controller (Principal Accounting
         Steven Given                          Officer)

   /s/   WILLIAM J. ADAMSON, JR.
---------------------------------------      Director
          William J. Adamson, Jr.

   /s/   IVAN P. BERK
----------------------------------------     Director
         Ivan P. Berk

                                        5
/s/   JONATHAN H. KAGAN
----------------------------------------     Director
         Jonathan H. Kagan

   /s/   DONALD P. KOZIOL, JR.
----------------------------------------     Director
         Donald P. Koziol, Jr.

   /s/   LESTER POLLACK
----------------------------------------     Director
         Lester Pollack

   /s/   PETER J. RACKLEY
----------------------------------------     Director
        Peter J. Rackley

  /s/   DAVID A. STOCKMAN
----------------------------------------     Director
        David A. Stockman

  /s/   PAUL J. ZEPF
----------------------------------------     Director
        Paul J. Zepf

                            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 the registrant in the
United States.

                                           /s/ WILLIAM J. ADAMSON, JR.
                                           ---------------------------------
                                               William J. Adamson, Jr.

September 25, 1997

                                        6
INDEX TO EXHIBITS

Exhibit                      Document Description
-------                      --------------------

4.1           Memorandum of Association of the Company (incorporated by 
              reference to Exhibit 3.1 to Registration Statement on Form S-1 
              (No. 33-97304))

4.2           Bye-laws of the Company (incorporated by reference to Exhibit 3.1 
              to Form 10-Q for the quarterly period ended December 31, 1995 
              (File No. 0-27216))

4.3           LaSalle Re Holdings Limited 1996 Long-Term Incentive Plan
              (incorporated by reference to Exhibit 10.13 to Registration
              Statement on Form S-1 (No. 333-14861))

4.4           First Amendment to LaSalle Re Holdings Limited 1996 Long-Term
              Incentive Plan, dated September 25, 1997

5.1           Opinion of Conyers Dill & Pearman as to the legality of the 
              securities offered 

23.1          Consent of KPMG Peat Marwick

23.2          Consent of Conyers Dill & Pearman (included in its opinion filed 
              as Exhibit 5.1)

24.1          Power of Attorney (included in signature pages)

99.1          Appointment of CT Corporation System as U.S. agent for service 
              of process

                                        7