As filed with the Securities and Exchange Commission on August 16, 2005
                           Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            W. R. BERKLEY CORPORATION
             (Exact name of registrant as specified in its charter)


        Delaware                                        22-1867895
(State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                   Identification Number)

                               475 Steamboat Road
                          Greenwich, Connecticut 06830
                    (Address of Principal Executive Offices)
--------------------------------------------------------------------------------
                            W. R. Berkley Corporation
                    Deferred Compensation Plan for Directors
                            (Full title of the plan)
--------------------------------------------------------------------------------

                              Ira S. Lederman, Esq.
              Senior Vice President, General Counsel and Secretary
                            W. R. Berkley Corporation
                               475 Steamboat Road
                          Greenwich, Connecticut 06830
                                 (203) 629-3000
 (Name, address and telephone number, including area code, of agent for service)
--------------------------------------------------------------------------------

                                    Copy to:
                            Jeffrey S. Hochman, Esq.
                          Willkie Farr & Gallagher LLP
                               787 Seventh Avenue
                          New York, New York 10019-6099
                                 (212) 728-8000

--------------------------------------------------------------------------------
<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
========================= ======================= ======================== ====================== =====================

                                                         Proposed maximum      Proposed maximum
Title of Securities to         Amount to be             offering price per      aggregate offering       Amount of
     be registered             registered                    share                  price             registration fee
------------------------- ----------------------- ------------------------ ---------------------- ---------------------
<S>                            <C>                         <C>                     <C>                      <C>
Deferred Compensation          $500,000 (2)                100%                  $500,000              $58.85 (3)
Obligations (1)
========================= ======================= ======================== ====================== =====================

Common Stock, $0.20               (4)                      (4)                     (4)                  N/A(5)
par value per share (4)
========================= ======================= ======================== ====================== =====================
</TABLE>

(1)  The W. R. Berkley Corporation Deferred Compensation Plan for Directors (the
     "Plan") allows members of the Board of Directors (the "Board") of W. R.
     Berkley Corporation (the "Company") to defer the payment of all or a
     portion of their compensation for services to the Board and have such
     deferred amounts deemed invested into an interest-bearing investment or a
     phantom stock investment representing shares of the Company's common stock,
     $0.20 par value per share (the "Common Stock"). These securities represent
     the unsecured obligations of the Company to pay deferred compensation in
     the future in accordance with the terms of the Plan ("Deferred Compensation
     Obligations").

(2)  Estimated solely for calculating the amount of the registration fee. Such
     estimate is based on the estimate of the aggregate compensation to be
     deferred by participants.

(3)  Calculated pursuant to paragraph (o) of Rule 457 under the Securities Act
     of 1933, as amended (the "Securities Act").


<PAGE>

(4)  This Registration Statement also covers an indeterminable number of shares
     of Common Stock, to be issued at indeterminable prices from time to time
     pursuant to the terms of the Plan and such additional number of shares as
     may be issued to prevent dilution resulting from stock splits, dividends or
     similar transactions effected without the receipt of consideration.

(5)  Because the Common Stock to be issued under the Plan results from the
     conversion of the Deferred Compensation Obligations into shares of Common
     Stock, no separate registration fee is required, pursuant to paragraph (i)
     of Rule 457 under the Securities Act.


<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 W. R. Berkley Corporation, a Delaware corporation (the
"Company"), are incorporated by reference into this Registration Statement:

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

               (b) The Company's Quarterly Reports on Form 10-Q for the quarters
         ended March 31, 2005 and June 30, 2005, respectively, filed pursuant
         to the Exchange Act;

               (c) The Company's Current Reports on Form 8-K, filed on February
          25, 2005, March 7, 2005, March 14, 2005, May 6, 2005 and July 25, 2005
          (two reports), respectively (but only to the extent the information
          therein is filed and not furnished), pursuant to the Exchange Act; and

               (d) The descriptions of the Company's (i) common stock, par value
         $0.20 per share (the "Common Stock"), set forth in the Company's
         Registration Statement on Form S-3 (No. 333-57546), under the heading
         "Description of our Capital Stock" (on pages 5-12 therein), filed with
         the Commission pursuant to the Securities Act of 1933, as amended (the
         "Securities Act") on March 23, 2001, as amended by, and incorporated
         by reference into, the Company's Registration Statement on Form 8-A/A
         (Amendment No. 1) under the heading "Description of the Registrants
         Securities to be Registered" (on page 1 therein), filed with the
         Commission pursuant to the Exchange Act on May 1, 2001 and (ii) rights
         to purchase Series A Junior Participating Preferred Stock, set forth
         in the Company's Registration Statement on Form 8-A, under the heading
         "Description of the Registrants Securities to be Registered" (on pages
         1-7 therein), filed with the Commission pursuant to the Exchange Act
         on May 11, 1999, as amended by the Company's Registration Statement on
         Form 8-A/A (Amendment No. 1), under the heading "Description of the
         Registrants Securities to be Registered" (on page 1 therein), filed
         with the Commission pursuant to the Exchange Act on May 1, 2001.

     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

<PAGE>


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

     (a)  Common Stock.

     Inapplicable (the Common Stock is registered under Section 12 of the
Exchange Act).

     (b) Deferred Compensation Obligations.

     The Company's Deferred Compensation Plan for Directors (the "Plan"),
provides members of the Board of Directors of the Company (the "Board") with the
opportunity to defer the payment of all or a portion of their Board and
committee retainer and meeting fees earned in any year until a later time.
During the deferral period, the members of the Board who elect such deferral
("Plan Participants") may have their deferred compensation (i) credited with a
predetermined rate of interest or (ii) deemed invested into a phantom interest
in the Common Stock and credited with dividend equivalents. Deferred
compensation deemed invested in the phantom interest in the Common Stock at the
time of distribution from the Plan may be distributed in the form of shares of
Common Stock. Plan Participants are always fully vested in their deferred
compensation under the Plan.

     Amounts deferred by a Plan Participant under the Plan will be credited to a
bookkeeping account on the books of the Company. The value of each Plan
Participant's account will be based on the amount deferred and the performance
of the investment benchmark alternatives selected by such Plan Participant.
Since no deferrals will actually be required to be invested in any investment
benchmark fund or security, Plan Participants will not have ownership interest
in any investment benchmark fund or security while their compensation is
deferred under the Plan.

     Payment of each Plan Participant's deferred compensation will be made in a
lump sum or a series of up to five annual installments on the earlier of the
elected distribution date or dates or upon the termination of the Plan
Participant's membership with the Board (and employment with the Company, if
applicable). In addition, under certain circumstances, a Plan Participant may
request an earlier distribution on account of an Unforeseeable Emergency, as
defined in the Plan.

     The Deferred Compensation Obligations are unsecured general obligations of
the Company to pay the value of the deferred compensation accounts in the future
as adjusted to reflect the

<PAGE>

hypothetical gains and losses resulting from the performance of the selected
investment benchmarks in accordance with the terms of the Plan. The Deferred
Compensation Obligations will rank without preference with other unsecured and
unsubordinated indebtedness of the Company from time to time outstanding and
are, therefore, subject to the risks of the Company's insolvency.

     The Deferred Compensation Obligations cannot be transferred or assigned,
other than by will or the laws of descent and distribution.

     The Plan may at any time or from time to time be amended, modified or
terminated by the Board. However, no amendment, modification or termination may,
without the consent of the Plan Participant, adversely affect any amounts
credited to such Plan Participant's deferred compensation account, unless such
amendment, modification or termination is for the purpose of complying with
Section 409A of the Internal Revenue Code of 1986, as amended.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the Deferred Compensation Obligations and shares of Common
Stock offered hereby is being passed upon for the Company by Willkie Farr &
Gallagher LLP. As of the date of this Registration Statement, Mr. Jack H.
Nusbaum, the Chairman of Willkie Farr & Gallagher LLP, beneficially owned no
Deferred Compensation Obligations and an aggregate of 41,218 shares of Common
Stock. Mr. Nusbaum is also a director of the Company and, as such, will be
allowed to participate in the Plan to the same extent as other directors.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law, as amended, which is
applicable to the Company, provides in regards to indemnification of directors
and officers as follows:

     (a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to

<PAGE>


any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

     (b) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made with respect to a
person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys'
fees) incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.

<PAGE>


     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

     (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.

     (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

     (i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     As permitted by the Delaware General Corporation Law, the Company's
stockholders approved an amendment to its Restated Certificate of Incorporation
containing provisions eliminating a director's personal liability for monetary
damages to the Company and its stockholders arising from a breach of a
director's fiduciary duty except for liability under Section 174 of the Delaware
General Corporation Law, liability

<PAGE>

for any breach of the director's duty of loyalty to the Company or its
stockholders, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, or any transaction from which the
director received an improper personal benefit. The amendment also provides for
indemnification of directors, officers and other persons under certain
circumstances.

     The Company maintains policies of insurance under which the Company and its
directors and officers are insured subject to specified exclusions and
deductible and maximum amounts against loss arising from any claim which may be
made against the Company or any of its directors or officers by reason of any
breach of duty, neglect, error, misstatement, omission or act done or alleged to
have been done while acting in the Company's or their respective capacities.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable.


Item 8.  EXHIBITS

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

     4    W. R. Berkley Corporation Deferred Compensation Plan for Directors.

     5    Opinion of Willkie Farr & Gallagher LLP regarding the legality of the
          securities being registered.

     23.1 Consent of KPMG LLP.

     23.2 Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5).

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

Item 9.  UNDERTAKINGS

     1.   The undersigned registrant hereby undertakes:

          (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;

               (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

<PAGE>


          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 (a)(i) and (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
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Company 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 on the 2nd
day of August, 2005.



                                        W. R. Berkley Corporation



                                        By:  /s/ William R. Berkley
                                             -----------------------------------
                                                 William R. Berkley
                                                 Chairman of the Board
                                                 and Chief Executive Officer




<PAGE>


                                POWER OF ATTORNEY

     Each of the undersigned officers and directors of W. R. Berkley Corporation
hereby severally constitutes and appoints William R. Berkley, Eugene G. Ballard
and Ira S. Lederman, and each of them, with full power to act without the other,
as his true and lawful attorney-in-fact and agent for the undersigned, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all 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, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, thereby ratifying and
confirming all that each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, 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>
By:        /s/ William R. Berkley                Chairman of the Board and Chief          August 2, 2005
           ---------------------------------     Executive Officer (Principal Executive
           William R. Berkley                    Officer)


By:        /s/ Eugene G. Ballard                 Senior Vice President, Chief             August 2, 2005
           ---------------------------------     Financial Officer and Treasurer
           Eugene G. Ballard                     (Principal Financial Officer)


By:        /s/ Clement P. Patafio                Vice President, Corporate Controller     August 2, 2005
           ---------------------------------     (Principal Accounting Officer)
           Clement P. Patafio


By:        /s/ W. Robert Berkley, Jr.            Senior Vice President and Director       August 2, 2005
           ---------------------------------
           W. Robert Berkley, Jr.


By:        /s/ Philip J. Ablove                  Director                                 August 2, 2005
           ---------------------------------
           Philip J. Ablove



<PAGE>

By:        /s/ Ronald E. Blaylock                Director                                 August 2, 2005
           ---------------------------------
           Ronald E. Blaylock


By:        /s/ Mark E. Brockbank                 Director                                 August 2, 2005
           --------------------------------
           Mark E. Brockbank


By:        /s/ George G. Daly                    Director                                 August 2, 2005
           ---------------------------------
           George G. Daly


By:        /s/ Rodney A. Hawes, Jr.              Director                                 August 2, 2005
           ---------------------------------
           Rodney A. Hawes, Jr.


By:        /s/ Jack H. Nusbaum                    Director                                August 2, 2005
           ---------------------------------
           Jack H. Nusbaum


By:        /s/ Mark L. Shapiro                    Director                                August 2, 2005
           ---------------------------------
           Mark L. Shapiro

</TABLE>


<PAGE>


                                INDEX TO EXHIBITS



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

4      W. R. Berkley Corporation Deferred Compensation Plan for Directors.

5      Opinion of Willkie Farr & Gallagher LLP regarding the legality of the
       securities being registered.

23.1   Consent of KPMG LLP.

23.2   Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5).

24     Power of Attorney (reference is made to the signature page).
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As filed with the Securities and Exchange Commission on August 16, 2005
                           Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            W. R. BERKLEY CORPORATION
             (Exact name of registrant as specified in its charter)

        Delaware                                        22-1867895
(State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                   Identification Number)

                               475 Steamboat Road
                          Greenwich, Connecticut 06830
                    (Address of Principal Executive Offices)
--------------------------------------------------------------------------------
                            W. R. Berkley Corporation
                    Deferred Compensation Plan for Directors
                            (Full title of the plan)
--------------------------------------------------------------------------------

                              Ira S. Lederman, Esq.
              Senior Vice President, General Counsel and Secretary
                            W. R. Berkley Corporation
                               475 Steamboat Road
                          Greenwich, Connecticut 06830
                                 (203) 629-3000
 (Name, address and telephone number, including area code, of agent for service)
--------------------------------------------------------------------------------

                                    Copy to:
                            Jeffrey S. Hochman, Esq.
                          Willkie Farr & Gallagher LLP
                               787 Seventh Avenue
                          New York, New York 10019-6099
                                 (212) 728-8000

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

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

                                                         Proposed maximum      Proposed maximum
Title of Securities to         Amount to be             offering price per      aggregate offering       Amount of
     be registered             registered                    share                  price             registration fee
------------------------- ----------------------- ------------------------ ---------------------- ---------------------
Deferred Compensation          $500,000 (2)                100%                  $500,000              $58.85 (3)
Obligations (1)
========================= ======================= ======================== ====================== =====================

Common Stock, $0.20               (4)                      (4)                     (4)                  N/A(5)
par value per share (4)
========================= ======================= ======================== ====================== =====================
(1)  The W. R. Berkley Corporation Deferred Compensation Plan for Directors (the
     "Plan") allows members of the Board of Directors (the "Board") of W. R.
     Berkley Corporation (the "Company") to defer the payment of all or a
     portion of their compensation for services to the Board and have such
     deferred amounts deemed invested into an interest-bearing investment or a
     phantom stock investment representing shares of the Company's common stock,
     $0.20 par value per share (the "Common Stock"). These securities represent
     the unsecured obligations of the Company to pay deferred compensation in
     the future in accordance with the terms of the Plan ("Deferred Compensation
     Obligations").

(2)  Estimated solely for calculating the amount of the registration fee. Such
     estimate is based on the estimate of the aggregate compensation to be
     deferred by participants.

(3)  Calculated pursuant to paragraph (o) of Rule 457 under the Securities Act
     of 1933, as amended (the "Securities Act").
(4)  This Registration Statement also covers an indeterminable number of shares
     of Common Stock, to be issued at indeterminable prices from time to time
     pursuant to the terms of the Plan and such additional number of shares as
     may be issued to prevent dilution resulting from stock splits, dividends or
     similar transactions effected without the receipt of consideration.

(5)  Because the Common Stock to be issued under the Plan results from the
     conversion of the Deferred Compensation Obligations into shares of Common
     Stock, no separate registration fee is required, pursuant to paragraph (i)
     of Rule 457 under 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 W. R. Berkley Corporation, a Delaware corporation (the
"Company"), are incorporated by reference into this Registration Statement:

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

               (b) The Company's Quarterly Reports on Form 10-Q for the quarters
         ended March 31, 2005 and June 30, 2005, respectively, filed pursuant
         to the Exchange Act;

               (c) The Company's Current Reports on Form 8-K, filed on February
          25, 2005, March 7, 2005, March 14, 2005, May 6, 2005 and July 25, 2005
          (two reports), respectively (but only to the extent the information
          therein is filed and not furnished), pursuant to the Exchange Act; and

               (d) The descriptions of the Company's (i) common stock, par value
         $0.20 per share (the "Common Stock"), set forth in the Company's
         Registration Statement on Form S-3 (No. 333-57546), under the heading
         "Description of our Capital Stock" (on pages 5-12 therein), filed with
         the Commission pursuant to the Securities Act of 1933, as amended (the
         "Securities Act") on March 23, 2001, as amended by, and incorporated
         by reference into, the Company's Registration Statement on Form 8-A/A
         (Amendment No. 1) under the heading "Description of the Registrants
         Securities to be Registered" (on page 1 therein), filed with the
         Commission pursuant to the Exchange Act on May 1, 2001 and (ii) rights
         to purchase Series A Junior Participating Preferred Stock, set forth
         in the Company's Registration Statement on Form 8-A, under the heading
         "Description of the Registrants Securities to be Registered" (on pages
         1-7 therein), filed with the Commission pursuant to the Exchange Act
         on May 11, 1999, as amended by the Company's Registration Statement on
         Form 8-A/A (Amendment No. 1), under the heading "Description of the
         Registrants Securities to be Registered" (on page 1 therein), filed
         with the Commission pursuant to the Exchange Act on May 1, 2001.

     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

     (a)  Common Stock.

     Inapplicable (the Common Stock is registered under Section 12 of the
Exchange Act).

     (b) Deferred Compensation Obligations.

     The Company's Deferred Compensation Plan for Directors (the "Plan"),
provides members of the Board of Directors of the Company (the "Board") with the
opportunity to defer the payment of all or a portion of their Board and
committee retainer and meeting fees earned in any year until a later time.
During the deferral period, the members of the Board who elect such deferral
("Plan Participants") may have their deferred compensation (i) credited with a
predetermined rate of interest or (ii) deemed invested into a phantom interest
in the Common Stock and credited with dividend equivalents. Deferred
compensation deemed invested in the phantom interest in the Common Stock at the
time of distribution from the Plan may be distributed in the form of shares of
Common Stock. Plan Participants are always fully vested in their deferred
compensation under the Plan.

     Amounts deferred by a Plan Participant under the Plan will be credited to a
bookkeeping account on the books of the Company. The value of each Plan
Participant's account will be based on the amount deferred and the performance
of the investment benchmark alternatives selected by such Plan Participant.
Since no deferrals will actually be required to be invested in any investment
benchmark fund or security, Plan Participants will not have ownership interest
in any investment benchmark fund or security while their compensation is
deferred under the Plan.

     Payment of each Plan Participant's deferred compensation will be made in a
lump sum or a series of up to five annual installments on the earlier of the
elected distribution date or dates or upon the termination of the Plan
Participant's membership with the Board (and employment with the Company, if
applicable). In addition, under certain circumstances, a Plan Participant may
request an earlier distribution on account of an Unforeseeable Emergency, as
defined in the Plan.

     The Deferred Compensation Obligations are unsecured general obligations of
the Company to pay the value of the deferred compensation accounts in the future
as adjusted to reflect the
hypothetical gains and losses resulting from the performance of the selected
investment benchmarks in accordance with the terms of the Plan. The Deferred
Compensation Obligations will rank without preference with other unsecured and
unsubordinated indebtedness of the Company from time to time outstanding and
are, therefore, subject to the risks of the Company's insolvency.

     The Deferred Compensation Obligations cannot be transferred or assigned,
other than by will or the laws of descent and distribution.

     The Plan may at any time or from time to time be amended, modified or
terminated by the Board. However, no amendment, modification or termination may,
without the consent of the Plan Participant, adversely affect any amounts
credited to such Plan Participant's deferred compensation account, unless such
amendment, modification or termination is for the purpose of complying with
Section 409A of the Internal Revenue Code of 1986, as amended.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the Deferred Compensation Obligations and shares of Common
Stock offered hereby is being passed upon for the Company by Willkie Farr &
Gallagher LLP. As of the date of this Registration Statement, Mr. Jack H.
Nusbaum, the Chairman of Willkie Farr & Gallagher LLP, beneficially owned no
Deferred Compensation Obligations and an aggregate of 41,218 shares of Common
Stock. Mr. Nusbaum is also a director of the Company and, as such, will be
allowed to participate in the Plan to the same extent as other directors.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law, as amended, which is
applicable to the Company, provides in regards to indemnification of directors
and officers as follows:

     (a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

     (b) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made with respect to a
person who is a director or officer at the time of such determination, (1) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys'
fees) incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

     (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.

     (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

     (i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     As permitted by the Delaware General Corporation Law, the Company's
stockholders approved an amendment to its Restated Certificate of Incorporation
containing provisions eliminating a director's personal liability for monetary
damages to the Company and its stockholders arising from a breach of a
director's fiduciary duty except for liability under Section 174 of the Delaware
General Corporation Law, liability
for any breach of the director's duty of loyalty to the Company or its
stockholders, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, or any transaction from which the
director received an improper personal benefit. The amendment also provides for
indemnification of directors, officers and other persons under certain
circumstances.

     The Company maintains policies of insurance under which the Company and its
directors and officers are insured subject to specified exclusions and
deductible and maximum amounts against loss arising from any claim which may be
made against the Company or any of its directors or officers by reason of any
breach of duty, neglect, error, misstatement, omission or act done or alleged to
have been done while acting in the Company's or their respective capacities.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable.

Item 8.  EXHIBITS

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

     4    W. R. Berkley Corporation Deferred Compensation Plan for Directors.

     5    Opinion of Willkie Farr & Gallagher LLP regarding the legality of the
          securities being registered.

     23.1 Consent of KPMG LLP.

     23.2 Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5).

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

Item 9.  UNDERTAKINGS

     1.   The undersigned registrant hereby undertakes:

          (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;

               (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 (a)(i) and (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
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Company 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 on the 2nd
day of August, 2005.

                                        W. R. Berkley Corporation

                                        By:  /s/ William R. Berkley
                                             -----------------------------------
                                                 William R. Berkley
                                                 Chairman of the Board
                                                 and Chief Executive Officer
POWER OF ATTORNEY

     Each of the undersigned officers and directors of W. R. Berkley Corporation
hereby severally constitutes and appoints William R. Berkley, Eugene G. Ballard
and Ira S. Lederman, and each of them, with full power to act without the other,
as his true and lawful attorney-in-fact and agent for the undersigned, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all 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, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, thereby ratifying and
confirming all that each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:
Name                                   Title                             Date
                     ----                                   -----                             ----
By:        /s/ William R. Berkley                Chairman of the Board and Chief          August 2, 2005
           ---------------------------------     Executive Officer (Principal Executive
           William R. Berkley                    Officer)

By:        /s/ Eugene G. Ballard                 Senior Vice President, Chief             August 2, 2005
           ---------------------------------     Financial Officer and Treasurer
           Eugene G. Ballard                     (Principal Financial Officer)

By:        /s/ Clement P. Patafio                Vice President, Corporate Controller     August 2, 2005
           ---------------------------------     (Principal Accounting Officer)
           Clement P. Patafio

By:        /s/ W. Robert Berkley, Jr.            Senior Vice President and Director       August 2, 2005
           ---------------------------------
           W. Robert Berkley, Jr.

By:        /s/ Philip J. Ablove                  Director                                 August 2, 2005
           ---------------------------------
           Philip J. Ablove
By:        /s/ Ronald E. Blaylock                Director                                 August 2, 2005
           ---------------------------------
           Ronald E. Blaylock

By:        /s/ Mark E. Brockbank                 Director                                 August 2, 2005
           --------------------------------
           Mark E. Brockbank

By:        /s/ George G. Daly                    Director                                 August 2, 2005
           ---------------------------------
           George G. Daly

By:        /s/ Rodney A. Hawes, Jr.              Director                                 August 2, 2005
           ---------------------------------
           Rodney A. Hawes, Jr.

By:        /s/ Jack H. Nusbaum                    Director                                August 2, 2005
           ---------------------------------
           Jack H. Nusbaum

By:        /s/ Mark L. Shapiro                    Director                                August 2, 2005
           ---------------------------------
           Mark L. Shapiro
INDEX TO EXHIBITS

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

4      W. R. Berkley Corporation Deferred Compensation Plan for Directors.

5      Opinion of Willkie Farr & Gallagher LLP regarding the legality of the
       securities being registered.

23.1   Consent of KPMG LLP.

23.2   Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5).

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