POS AM: Post-effective amendment to a registration statement that is not immediately effective upon filing

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1997
REGISTRATION NO. 333-38481
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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RENAISSANCERE HOLDINGS LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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BERMUDA 96-013-8030
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

RENAISSANCE HOUSE
8-12 EAST BROADWAY
PEMBROKE HM 19
BERMUDA
(441) 295-4513
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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JAMES N. STANARD
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
RENAISSANCE HOUSE
8-12 EAST BROADWAY
PEMBROKE HM 19
BERMUDA
(441) 295-4513
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

WITH A COPY TO:

JOHN S. D'ALIMONTE, ESQ. PETER J. GORDON, ESQ.
WILLKIE FARR & GALLAGHER SIMPSON THACHER & BARTLETT
ONE CITICORP CENTER 425 LEXINGTON AVENUE
153 EAST 53RD STREET NEW YORK, NEW YORK 10017
NEW YORK, NEW YORK 10022 (212) 455-2000
(212) 821-8000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement as
determined by market conditions.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box: [_]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 is being filed pursuant to Registration
Statement No. 333-38481 (the "Registration Statement") in accordance with the
Registrant's undertaking set forth in Part II, Item 17(a)(4) of the
Registration Statement. Pursuant to the Registration Statement, RenaissanceRe
Holdings Ltd. (the "Company") registered an aggregate of 4,600,000 Common
Shares, par value $1.00 per share (the "Shares") under the Securities Act of
1933, as amended (the "Securities Act") including up to 600,000 Common Shares
issuable solely to cover the underwriters' over-allotment options, to be
offered and sold on behalf of the Selling Shareholders named therein in an
underwritten public offering through a group of underwriters represented in
the United States by Merrill Lynch, Pierce, Fenner & Smith Incorporated, BT
Alex. Brown Incorporated, Lehman Brothers Inc. and Salomon Brothers Inc and
outside of the United States by Merrill Lynch International, BT Alex. Brown
International, division of Bankers Trust PLC, Lehman Brothers International
(Europe) and Salomon Brothers International Limited (collectively, the
"Representatives").

The Securities and Exchange Commission declared the Registration Statement
effective on November 17, 1997. On November 21, 1997, the Selling Shareholders
sold an aggregate of 3,000,000 Shares to the Representatives. On December 8,
1997, the Representatives exercised overallotment options to purchase an
additional 101,000 Shares. The Representatives have informed the Company and
the Selling Shareholders that no further overallotment options will be
exercised. Consequently, as of the date hereof, an aggregate of 1,499,000
Shares registered under the Securities Act pursuant to the Registration
Statement have not been sold by the Selling Shareholders to the
Representatives. Accordingly, the Company is filing this Post-Effective
Amendment No. 1 on behalf of the Selling Shareholders to deregister such
1,499,000 Shares.

1

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 16. EXHIBITS.