DEF 14A: Definitive proxy statements

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

RENAISSANCERE HOLDINGS LTD.
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(Name of Registrant as Specified In Its Charter)

RENAISSANCERE HOLDINGS LTD.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
____________

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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction: _____________

5) Total fee paid: ______________


[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid: _____________
2) Form, Schedule or Registration Statement No.: _____________
3) Filing Party: _____________
4) Date Filed: _____________


NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 8, 1997

To the Shareholders of RenaissanceRe Holdings Ltd.:

Notice is hereby given that the Annual General Meeting of Shareholders of
RenaissanceRe Holdings Ltd. (the "Company") will be held at Renaissance House,
8-12 East Broadway, Pembroke, Bermuda on May 8, 1997 at 10:00 a.m., Atlantic
daylight savings time, for the following purposes:


1. To fix the number of directors serving on the Board of Directors of the
Company (the "Board") at eleven and to elect eleven members to the Board
to serve until the 1998 annual general meeting of shareholders or until
their successors are duly elected;

2. To consider, and if thought fit, approve amendments to the RenaissanceRe
Holdings Ltd. Second Amended and Restated 1993 Stock Incentive Plan
which would (i) increase the number of authorized shares available for
issuance thereunder by 1,000,000 shares; (ii) increase the number of
shares for which options may be granted to any single participant by
1,000,000 shares; and (iii) adjust the method of calculating the number
of shares available for issuance thereunder by deeming the number of
shares tendered to, or withheld by, the Company in connection with
certain option exercises and in satisfaction of tax withholding
liabilities to be so available;

3. To amend the Company's Bye-laws (i) to create a class of preference
shares; (ii) to empower the Board to issue such preference shares in one
or more series and fix the rights, preference, privileges and
restrictions thereof, without any further shareholder action or vote;
and (iii) to make certain related changes reflecting a capital structure
consisting of preference shares as well as common shares;

4. To appoint independent auditors of the Company for the 1997 fiscal year
to serve until the 1998 annual general meeting of shareholders and to
refer to the Board the determination of the auditors' remuneration;

5. In accordance with the Company's Bye-Laws, to vote on a proposal to be
considered by the Company, as the holder of all outstanding capital
shares of Renaissance Reinsurance Ltd. ("Reinsurance"), to fix the
number of directors serving on the Board of Directors of Reinsurance
(the "Reinsurance Board") at eleven and to elect eleven members to the
Reinsurance Board to serve until the 1998 annual general meeting of
shareholders of Reinsurance or until their successors are duly elected;

6. In accordance with the Company's Bye-Laws, to vote on a proposal to be
considered by the Company, as the holder of all outstanding capital
shares of Reinsurance, to appoint independent auditors of Reinsurance
for the 1997 fiscal year to serve until the 1998 annual general meeting
of shareholders of Reinsurance and to refer to the Reinsurance Board the
determination of the auditors' remuneration; and

7. To receive the report of the Company's independent auditors and the
financial statements for the year ended December 31, 1996, and to act
upon such other business as may properly come before the Annual Meeting.


All shareholders of record at the close of business on March 15, 1997 are
entitled to notice of, and to vote at, the Annual Meeting.

To ensure that your shares are represented at the Annual Meeting, you are
urged to complete, sign, date and return the accompanying proxy card promptly in
the enclosed postage paid envelope. Please sign the accompanying proxy card
exactly as your name appears on your share certificate(s). You may revoke your
proxy at any time before it is voted at the Annual Meeting. If you attend the
Annual Meeting, you may vote your shares in person.

By order of the Board of Directors,

James N. Stanard
Chairman of the Board

March 21, 1997

RENAISSANCERE HOLDINGS LTD.
RENAISSANCE HOUSE
8-12 EAST BROADWAY
PEMBROKE HM 19 BERMUDA
_________________________________

ANNUAL GENERAL MEETING OF SHAREHOLDERS

MAY 8, 1997
_________________________________

GENERAL INFORMATION


This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors (the "Board") of RenaissanceRe
Holdings Ltd. (the "Company") to be voted at the Annual General Meeting of
Shareholders to be held at Renaissance House, 8-12 East Broadway, Pembroke,
Bermuda on May 8, 1997 at 10:00 a.m., Atlantic daylight savings time, or any
postponement or adjournment thereof (the "Annual Meeting"). This Proxy
Statement, the Notice of Annual Meeting and the accompanying form of proxy are
being first mailed to shareholders on or about March 21, 1997.

As of March 15, 1997, the record date for the determination of persons
entitled to receive notice of, and to vote at, the Annual Meeting, there were
issued and outstanding (i) 17,189,886 shares of the Company's common shares, par
value $1.00 per share (the "Full Voting Common Shares"); (ii) 4,199,190 shares
of the Company's Diluted Voting Class I Common Shares, par value $1.00 per share
(the "DVI Shares"); and (iii) 1,454,109 shares of the Company's Diluted Voting
Class II Common Shares, par value $1.00 per share (the "DVII Shares" and
together with the DVI Shares, the "Diluted Voting Shares"). The Full Voting
Common Shares and the Diluted Voting Shares are referred to herein collectively
as the "Common Shares."

Holders of Full Voting Common Shares are entitled to one vote on each matter
to be voted upon by the shareholders at the Annual Meeting for each share held.
Holders of DVI Shares are entitled to a fixed voting interest in the Company of
up to 9.9% of all outstanding voting rights attached to the Common Shares,
inclusive of the percentage interest in the Company represented by Controlled
Common Shares (as defined below), but in no event greater than one vote for each
share held. Holders of DVII Shares are entitled to one-third of a vote for each
share held; provided, that in no event shall a holder of DVII Shares have
greater than 9.9% of all outstanding voting rights attached to the Common
Shares, inclusive of the percentage interest in the Company represented by
Controlled Common Shares. With respect to any holder of DVI Shares or DVII
Shares, "Controlled Common Shares" means Common Shares owned directly,
indirectly or constructively by such holder within the meaning of Section 958 of
the Internal Revenue Code of 1986, as amended (the "Code"), and applicable rules
and regulations thereunder.

The presence, in person or by proxy, of holders of more than 50% of the
Common Shares outstanding and entitled to vote on the matters to be considered
at the Annual Meeting is required to constitute a quorum for the transaction of
business at the Annual Meeting. Holders of Full Voting Common Shares and
Diluted Voting Shares shall vote together as a single class on all matters
presented for a vote by the shareholders at the Annual Meeting.


At the Annual Meeting, shareholders will be asked to (1) fix the number of
directors serving on the Board at eleven and elect eleven directors (the
"Nominees") to the Board to serve until the 1998 annual general meeting of
shareholders of the Company (the "1998 Annual Meeting") or until their
successors are duly elected and qualified (the "Renaissance Board Proposal");
(2) consider, and if thought fit, approve an amendment to the RenaissanceRe
Holdings Ltd. Second Amended and Restated 1993 Stock Incentive Plan (the
"Incentive Plan") which would (i) increase the number of authorized shares
available for issuance thereunder by 1,000,000 shares; (ii) increase the number
of shares for which options may be granted to any single participant by
1,000,000 shares; and (iii) adjust the method of calculating the number of
shares available for issuance thereunder by deeming the number of shares
tendered to, or withheld by, the Company in connection with certain option
exercises and in satisfaction of tax withholding liabilities to be so available
(the "Incentive Plan Proposal"); (3) amend the Bye-Laws (i) to create a class of
preference shares of the Company (the "Preference Shares"); (ii) to empower the
Board to issue Preference Shares in one or more series and fix the rights,
preferences, privileges and restrictions thereof without any further shareholder
action or vote; and (iii) to make certain related changes reflecting a capital
structure consisting of Preference Shares as well as Common Shares (the
"Preference Shares Proposal"); (4) appoint the firm of Ernst & Young,
independent auditors, to serve as the Company's independent auditors for the
1997 fiscal year until the 1998 Annual Meeting, and refer the determination of
the auditors' remuneration to the Board (the "Renaissance Auditors Proposal");
(5) in accordance with the Company's Bye-Laws, vote on a proposal to be
considered by the Company, as the holder of all outstanding capital shares of
Renaissance Reinsurance Ltd. ("Reinsurance"), to fix the number of directors
serving on the Board of Directors of Reinsurance at eleven and elect the
Nominees to the Reinsurance Board to serve until the 1998 annual general meeting
of shareholders of Reinsurance or until their successors are duly elected (the
"Reinsurance Board Proposal"); and (6) in accordance with the Company's Bye-
Laws, vote on a proposal to be considered by the Company, as the holder of all
outstanding capital shares of Reinsurance, appoint Ernst & Young as independent
auditors of Reinsurance for the 1997 fiscal year to serve until the 1998 annual
general meeting of shareholders of Reinsurance and refer to the Reinsurance
Board the determination of the auditors' remuneration (collectively, the
"Reinsurance Auditors Proposal"). At the Annual Meeting, shareholders will also
receive the report of the independent auditors and the financial statements for
the year ended December 31, 1996, and may also be asked to consider and take
action with respect to such other matters as may properly come before the Annual
Meeting.

All of the above Proposals, except for the Preference Shares Proposal, will
be decided by the affirmative vote of a majority of the voting rights attaching
to the Common Shares present, in person or by proxy, at the Annual Meeting. The
Preference Shares Proposal will be decided by the affirmative vote of a majority
of the voting rights attaching to all issued and outstanding Common Shares. A
hand vote will be taken unless a poll is requested pursuant to the Bye-Laws.

Following the Annual Meeting, Reinsurance will hold its annual general
meeting of shareholders, at which meeting the Company, in accordance with its
Bye-Laws, will vote all of the outstanding shares of Reinsurance which it owns
in accordance with and proportional to the vote of the shareholders at the
Annual Meeting on the Reinsurance Board Proposal and the Reinsurance Auditors
Proposal.

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SOLICITATION AND REVOCATION

PROXIES IN THE FORM ENCLOSED ARE BEING SOLICITED BY, OR ON BEHALF OF, THE
BOARD. THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY HAVE BEEN DESIGNATED
AS PROXIES BY THE BOARD. Such persons designated as proxies are officers of the
Company. Any shareholder desiring to appoint another person to represent him or
her at the Annual Meeting may do so either by inserting such person's name in
the blank space provided on the accompanying form of proxy, or by completing
another form of proxy and, in either case, delivering an executed proxy to the
Secretary of the Company at the address indicated above, before the time of the
Annual Meeting. It is the responsibility of the shareholder appointing such
other person to represent him or her to inform such person of this appointment.

All Common Shares represented by properly executed proxies which are returned
and not revoked will be voted in accordance with the instructions, if any, given
thereon. If no instructions are provided in an executed proxy, it will be voted
(1) FOR the Renaissance Board Proposal; (2) FOR the Incentive Plan Proposal; (3)
FOR the Preference Shares Proposal; (4) FOR the Renaissance Auditors Proposal;
(5) FOR the Reinsurance Board Proposal; (6) FOR the Reinsurance Auditors
Proposal and in accordance with the proxyholder's best judgment as to any other
business raised at the Annual Meeting. If a shareholder appoints a person other
than the persons named in the enclosed form of proxy to represent him or her,
such person will vote the shares in respect of which he or she is appointed
proxyholder in accordance with the directions of the shareholder appointing him
or her. Abstentions and broker non-votes will not be counted as shares present
in connection with proposals with respect to which they are not voted. Any
shareholder who executes a proxy may revoke it at any time before it is voted by
delivering to the Secretary of the Company a written statement revoking such
proxy, by executing and delivering a later dated proxy, or by voting in person
at the Annual Meeting. Attendance at the Annual Meeting by a shareholder who has
executed and delivered a proxy to the Company shall not in and of itself
constitute a revocation of such proxy.

The Company will bear its own cost of the solicitation of proxies. Proxies
will be solicited initially by mail. Further solicitation may be made by
directors, officers and employees of the Company personally, by telephone or
otherwise, but such persons will not be specifically compensated for such
services. The Company also intends to make, through bankers, brokers or other
persons, a solicitation of proxies of beneficial holders of the Common Shares.
Upon request, the Company will reimburse brokers, dealers, banks or similar
entities acting as nominees for reasonable expenses incurred in forwarding
copies of the proxy materials relating to the Annual Meeting to the beneficial
owners of Common Shares which such persons hold of record.

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DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY


The table below sets forth the names, ages and titles of the persons who were
directors of the Company and executive officers of the Company as of March 17,
1997.

NAME AGE POSITION

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James N. Stanard........... 48 Chairman of the Board, President and Chief
Executive Officer
Neill A. Currie............ 44 Senior Vice President
David A. Eklund............ 37 Senior Vice President
Keith S. Hynes............. 44 Senior Vice President and Chief Financial
Officer
William I. Riker........... 37 Senior Vice President
Arthur S. Bahr............. 65 Director
Thomas A. Cooper........... 60 Director
Edmund B. Greene........... 58 Director
Gerald L. Igou............. 62 Director
Kewsong Lee................ 31 Director
John M. Lummis............. 39 Director
Howard H. Newman........... 49 Director
Scott E. Pardee............ 60 Director
John C. Sweeney............ 52 Director
David A. Tanner............ 38 Director

James N. Stanard has served as President and Chief Executive Officer
and as a director of the Company since its formation in June 1993. From 1991
through June 1993, Mr. Stanard served as Executive Vice President of United
States Fidelity & Guaranty Company ("USF&G") and was a member of a three-person
Office of the President. As Executive Vice President of USF&G, he was
responsible for USF&G's underwriting, claims and ceded reinsurance. From October
1983 to 1991, Mr. Stanard was an Executive Vice President of F&G Re, Inc.,
USF&G's start-up reinsurance subsidiary ("F&G Re"). Mr. Stanard was one of two
senior officers primarily responsible for the formation of F&G Re, where he was
responsible for underwriting, pricing and marketing activities of F&G Re during
its first seven years of operations. As Executive Vice President of F&G Re, Mr.
Stanard was personally involved in the design of pricing procedures, contract
terms and analytical underwriting tools for all types of treaty reinsurance,
including both U.S. and international property catastrophe reinsurance.

Neill A. Currie has served as Senior Vice President of the Company since its
formation in June 1993, Mr. Currie served as a director of the Company from
August 1994 through August 1995. From November 1992 through May 1993, Mr. Currie
served as Chief Executive Officer of G.J. Sullivan Co.-Atlanta, a private
domestic reinsurance broker. From 1982 through 1992, Mr. Currie served as Senior
Vice President at R/I and G.L. Hodson, predecessors to Willis Faber.

David A. Eklund has served as Senior Vice President of the Company since
February 1996. Mr. Eklund served as Vice President-Underwriting of the Company
from September 1993 until February 1996. From November 1989 through September
1993, Mr. Eklund held various positions in casualty underwriting at Old Republic
International Reinsurance Group, Inc., where he was responsible for casualty
treaty underwriting and marketing. From March 1988 to November 1989, Mr. Eklund
held

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various positions in catastrophe reinsurance at Berkshire Hathaway Inc.,
where he was responsible for underwriting and marketing finite risk and property
catastrophe reinsurance.

Keith S. Hynes has served as Senior Vice President and Chief Financial
Officer of the Company since June 1994. Mr. Hynes was employed by Hartford Steam
Boiler Inspection & Insurance Co. ("Hartford Steam") from January 1983 to
January 1994. From April 1992 to January 1994, he served as Hartford Steam's
Senior Vice President and Chief Financial Officer. From November 1986 to April
1992, Mr. Hynes worked in Hartford Steam's Underwriting Department, advancing to
Senior Vice President and Chief Underwriting Officer, where he managed Hartford
Steam's underwriting and ceded reinsurance activities, from April 1990 to April
1992. From January 1983 to November 1986, Mr. Hynes was Hartford Steam's Chief
Investment Officer. Mr. Hynes held several investment management positions with
Aetna Insurance Company from June 1978 to January 1983.

William I. Riker was appointed Senior Vice President of the Company in March
1995 and served as Vice President-Underwriting of the Company from November 1993
until such time. From March 1993 through October 1993, Mr. Riker served as Vice
President of Applied Insurance Research, Inc. Prior to that, Mr. Riker held the
position of Senior Vice President, Director of Underwriting at American Royal
Reinsurance Company ("American Royal"). Mr. Riker was responsible for developing
various analytical underwriting tools while holding various positions at
American Royal from 1984 through 1993.

Arthur S. Bahr has served as a director of the Company since its formation in
June 1993. Mr. Bahr served as Director and Executive Vice President-Equities of
General Electric Investment Corporation ("GEIC"), a subsidiary of General
Electric Company and registered investment adviser, from 1987 until December
1993. Mr. Bahr has served GEIC in various senior investment positions since 1978
and was a Trustee of General Electric Pension Trust from 1976 until December
1993. Mr. Bahr served as Director and Executive Vice President of GE Investment
Management Incorporated, a subsidiary of General Electric Company and a
registered investment adviser, from 1988 until his retirement in December 1993.
From December 1993 until December 1995, Mr. Bahr served as a consultant to GEIC.

Thomas A. Cooper has served as a Director of the Company since August 7,
1996. From August 1993 until August 1996 Mr. Cooper served as Chairman and
Chief Executive Officer of TAC Bancshares, Inc. and as Chairman and Chief
Executive Officer of Chase Federal Bank FSB. From June 1992 until July 1993,
Mr. Cooper served as principal of TAC Associates, a financial investment
company. From April 1990 until May 1992 Mr. Cooper served as Chairman and Chief
Executive Officer of Goldome FSB. From 1986 to April 1990, Mr. Cooper served as
Chairman and Chief Executive Officer of Investment Services of America, one of
the largest full service securities brokerage and investment companies in the
United States. Prior thereto, Mr. Cooper served as President of Bank of America
from February 1983 to April 1986. From 1980 to 1982 Mr. Cooper served as Vice
Chairman of Mellon Bank. From 1978 to 1982, Mr. Cooper was President of Girard
Bank in Philadelphia.

Edmund B. Greene has served as a director of the Company since its formation
in June 1993. Mr. Greene has served as Deputy Treasurer-Insurance of General
Electric Company since March 1995. Prior to that, Mr. Greene was Manager-
Corporate Insurance Operation of General Electric Company since 1985, and
previously served in various financial management assignments since 1962.

Gerald L. Igou has served as a director of the Company since its formation in
June 1993. Mr. Igou has served as a Vice President-Investment Analyst for GEIC
since September 1993. He is a Certified Financial Analyst and has served GEIC in
the capacities of investment analyst and sector

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portfolio manager since 1968. Prior to joining General Electric, Mr. Igou was an
analyst with the Wall Street firms of Smith Barney Inc. and Dean Witter & Co.

Kewsong Lee has served as a director of the Company since December 1994. Mr.
Lee has served as a Member and Managing Director of E.M. Warburg, Pincus & Co.
LLC ("EMW LLC") and a general partner of Warburg, Pincus & Co. ("WP") since
January 1, 1997. Mr. Lee served as a Vice President of Warburg, Pincus
Ventures, Inc. ("WPV") from January 1995 to December 1996, and an associate at
E.M. Warburg, Pincus & Co., Inc. ("EMW") from 1992 to until December 1994.
Prior to joining EMW, Mr. Lee was a consultant at McKinsey & Company, Inc., a
management consulting company, from 1990 to 1992. Mr. Lee is a director of
Knoll, Inc. and several privately held companies.

John M. Lummis has served as a director of the Company since July 1993. Mr.
Lummis has served as Vice President-Business Development of USF&G Corporation
since 1994 and served as Vice President and Group General Counsel for USF&G
Corporation from 1991 until 1995. USF&G Corporation is the parent company of
USF&G. From 1982 until 1991, Mr. Lummis was engaged in the private practice of
law with the law firm of Shearman & Sterling.

Howard H. Newman has served as a director of the Company since its formation
in June 1993. Mr. Newman has served as a Member and Managing Director of EMW LLC
(and its predecessor) and a general partner of WP since 1987. Mr. Newman is a
director of ADVO, Inc., Newfield Exploration Company, Cox Insurance Holdings
Plc, Comcast UK Cable Partners Limited and several privately held companies.

Scott E. Pardee. Mr. Pardee has served as a director of the Company since
February 1997. Mr. Pardee served as Chairman of Yamaichi International
(America), Inc., a financial services company, from 1989 to 1994. Mr. Pardee
previously 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.

John C. Sweeney has served as a director of the Company since December 1996.
Mr. Sweeney has served as Senior Vice President and Chief Investment Officer of
USF&G since 1992, and as Chairman of Falcon Asset Management since 1992. Prior
thereto, Mr. Sweeney served as Principal and Practice Director of Towers Perrin
Consulting Services from 1985 to 1992, and as Chief Investment Officer of
McM/Occidential Peninsular Insurance Companies from 1981 to 1984. Mr. Sweeney
also serves as a Director of USF&G Pacholder Fund, Inc.

David A. Tanner has served as a director of the Company since December 1996.
Mr. Tanner has served as a Member and Managing Director of EMW LLC (and its
predecessor) and a general partner of WP since January 1, 1993. Mr. Tanner
served as a Vice President of EMW from January 1, 1991 to 1993 and was an
associate at EMW from March 1986 to December 1990. Mr. Tanner is a director of
Golden Books Family Entertainment, Inc., the New York Venture Capital Forum and
several privately held companies. Mr. Tanner previously served as a director of
the Company from December 1994 through May 1996.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
MANAGEMENT AND DIRECTORS

The following table sets forth information as of March 17, 1997 with respect
to the beneficial ownership of Common Shares and the applicable voting rights
attaching to such share ownership in accordance with the Bye-laws by (i) each
person known by the Company to own beneficially 5% or more of the outstanding
Common Shares; (ii) each director of the Company; (iii) the Company's Chief
Executive Officer and each of the four remaining most highly compensated
executive officers (collectively, the "Named Executive Officers"); and (iv) all
executive officers and directors of the Company as a group.