Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

May 14, 1998

Documents

MEMORANDUM OF INCREASE OF SHARE CAPITAL

Published on May 14, 1998




EXHIBIT 3.1

[Letterhead of Bermuda Monetary Authority]

Form No. 7

Memorandum of Increase of Share Capital

BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF INCREASE OF SHARE CAPITAL OF

RenaissanceRe Holdings Ltd.
- --------------------------------------------------------------------------------
(hereinafter referred to as "the Company")


DEPOSITED in the office of the Registrar of Companies on the 11th day of May,
1998 in accordance with the provisions of section 45(3) of the Companies Act
1981.





Minimum Share Capital of the Company
$12,000

Authorised Share Capital of the Company $200,000,000

Increase of Share Capital as authorised
by a resolution passed at a general
meeting of the Company on the 5th $125,000,000
day of May, 1998. ------------

AUTHORISED SHARE CAPITAL AS INCREASED
$325,000,000
------------


/s/ John D. Nichols, Jr.
------------------------
Secretary

DATED THIS 11th day of May, 1998.


NOTE: This memorandum must be filed in the office of the Registrar of Companies
within thirty days after the date on which the resolution increasing the share
capital has effect and must be accompanied by a copy of the resolution and the
prescribed fee.