SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIESPURSUANT TO SECTION 12(B) OR (G) OF THESECURITIES EXCHANGE ACT OF 1934. RENAISSANCERE HOLDINGS LTD. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) BERMUDA 98-013-8020 ______________________________ __________________________ (IRS EMPLOYER IDENTIFICATION NO.) (STATE OF INCORPORATION OF ORGANIZATION) HM 12 __________________________ SOFIA HOUSE (ZIP CODE) 48 CHURCH STREET HAMILTON, BERMUDA _____________________________ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (441) 295-4513 ________________________________________ (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Securities to be registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS TO BE SO REGISTERED NAME OF EACH EXCHANGE ON WHICH EACH CLASS IS TO BE REGISTERED COMMON SHARES, PAR VALUE $1.00 PER SHARE NEW YORK STOCK EXCHANGE If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [_] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1993 pursuant to General Instruction A.(c)(2), please check the following box. [_] Securities to be registered pursuant to Section 12(g) of the Act: None __________ (Title of class) Item 1. Description of Registrant's Securities to be Registered The Registrant's Prospectus relating to the secondary offering of 3,000,000 common shares, par value $1.00 per share (the "Common Shares"), of the Registrant, dated February 28, 1996, contained within the Registrant's Registration Statement on Form S-1 (File No. 333-00802), as amended from time to time, is incorporated herein by reference. Reference is made specifically to the sections in the Prospectus captioned "Description of Capital Stock" and "Dividend Policy." Item 2. Exhibits (a) Specimen certificate for Registrant's Common Shares.* (b)Memorandum of Association of the Registrant.* (c)Amended and Restated Bye-Laws of the Registrant.* (d)Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1995.** (e)Quarterly Report on Form 10-Q for the Period Ended March 31, 1996.** (f) Definitive Proxy Statement in connection with the Registrant's Annual General Meeting of Shareholders held on May 6, 1996.** (g)Annual Report to Shareholders for the fiscal year ended December 31, 1995.** - - -------- * Incorporated by reference to the Registrant's Registration Statement on Form S-1 (File No. 33-70008), which Registration Statement was declared effective by the Securities and Exchange Commission (the "Commission") on July 26, 1995. ** Previously filed with the Commission. Pursuant to Instruction II to Item 2 of Form 8-A, copies of such document are being filed with the New York Stock Exchange simultaneously herewith. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. RENAISSANCERE HOLDINGS LTD. By: /s/ Keith S. Hyne_________s Name:Keith S. Hynes Title: Senior Vice President and Chief Financial Officer Dated: July 10, 1996 3