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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported): February 5, 1997





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




          Bermuda                  34-0-26512               98-013-8020
(State or other jurisdiction       (Commission             (IRS Employer
     of incorporation)             File Number)          Identification No.)



 Renaissance House, 8-12 East Broadway                 HM 19
           Pembroke, Bermuda                        (Zip Code)
(Address of principal executive offices)



Registrant's telephone number, including area code:  (441) 295-4513





                                 Not Applicable
          (Former name or former address, if changed from last report)



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Item 5.  Other Events

         On  February  5,  1997,  RenaissanceRe  Holdings  Ltd.  issued  a press
release announcing  that the  Board of  Directors   had voted to  increase   the
Company's quarterly  cash  dividend by 25 percent to $0.25 per share from  $0.20
per  share.   The  Company   also   announced   that  Scott  E.  Pardee,  Senior
Advisor to, and the former Chairman of, Yamaichi International (America),  Inc.,
was appointed a director of the Company.

         A copy of such Press  Release is included  herewith as Exhibit 99.1 and
incorporated by reference herein.

Item 7.  Financial Statements and Exhibits

         (c)  Exhibit:

                  99.1   Press Release issued by the Company, dated February 5,
                         1997.





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                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                         RENAISSANCERE HOLDINGS LTD.



                                         /s/ Keith S. Hynes
                                         Name:  Keith S. Hynes
                                         Title: Senior Vice President
                                                and Chief Financial Officer

February 20, 1997



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                                  EXHIBIT INDEX

Exhibit

99.1                     Press Release of the Company, dated February 5, 1997.






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                                                                   Exhibit 99.1


                                      RENAISSANCERE HOLDINGS LTD.
                                INCREASES DIVIDEND AND APPOINTS DIRECTOR

         PEMBROKE,   Bermuda--February   5,  1997--The  Board  of  Directors  of
RenaissanceRe  Holdings Ltd.  (NYSE:  RNR) today voted to increase the Company's
quarterly  cash  dividend by 25 percent to $0.25 per share from $0.20 per share.
The dividend will be paid on March 5, 1997 to shareholders of record on February
19, 1997.

         The Board  of Directors  also announced  that Scott  E. Pardee,  Senior
Advisor to Yamaichi International (America),  Inc., was appointed a director  to
serve until the  1997 Annual General  Meeting of Shareholders.   Mr. Pardee  was
Chairman of Yamaichi International (America),  Inc. from March 1989 to  December
1994.  Mr. Pardee  has also served as  Executive Vice President and  a member of
the Board of Directors of Discount Corporation of New York, a primary dealer  in
U.S. government securities and Senior Vice President and Manager of the  Federal
Reserve Bank  of New  York, responsible  for foreign  exchange activities of the
Federal Open  Market Committee.   Mr. Pardee  is currently  Chairman of  the MIT
Council  for  Economics,  a  Trustee  of  the Woodrow Wilson National Fellowship
Foundation, and a Trustee of the Geonomics Institute.

         RenaissanceRe  Holdings  Ltd.,  through  its  subsidiaries  Renaissance
Reinsurance  Ltd.  and  Glencoe  Insurance   Ltd.,  is  a  global  provider   of
reinsurance  and  insurance.   The  Company's  principal  product  is   property
catastrophe reinsurance.

                                   * * * * *

       CONTACT:    Keith S. Hynes                  John D. Nichols, Jr.
                   Senior Vice President           Vice President
                   and Chief Financial Officer     (441) 295-4513
                   (441) 295-4513



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