##### Table of Contents






As filed with the Securities and Exchange
Commission on October 5, 2004








Registration No. 333-113026











SECURITIES AND EXCHANGE COMMISSION






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AMENDMENT NO. 1












FORM S-3






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Odyssey Re Holdings Corp.

(Exact name of registrant as specified in its
charter)

|                                                                   |  |                                     
|------------------------------------------------------------------ |  | ------------------------------------
|Delaware                                                           |  | 52-2301683                          
|(State or other jurisdiction of incorporation
    or organization) |  | (IRS Employer Identification Number)



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|                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Odyssey Re Holdings Corp.
    300 First Stamford Place, Stamford, Connecticut 06902
    (203) 977-8000
    (Address, including zip code, and telephone number,
    including area code, of registrants principal executive
    offices) |  | Donald L. Smith, Esq.Senior Vice President, General Counsel and Corporate
    SecretaryOdyssey Re Holdings Corp.
    300 First Stamford Place, Stamford, Connecticut 06902
    (203) 977-8000
     (Name, address, including zip code, and telephone number,
    including area code, of agent for service of process)






---

Copy to:

Christopher J. Cummings, Esq.


Shearman & Sterling LLP


199 Bay Street, Commerce Court West,
Suite 4405, P.O. Box 247, Toronto, Ontario
M5L 1E8




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Approximate
date of commencement of proposed sale to the
public:From time to time 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. o

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. x

If
this Registration Statement 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 number of the earlier effective
registration statement for the same
offering: o

If
this Registration Statement 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. o

If
delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following
box: o



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CALCULATION OF REGISTRATION FEE







|                                                                                                       |  |              |                  |                    |  |                    |       |                  |  |   |             |     |  |   |           |    
|------------------------------------------------------------------------------------------------------ |  | ------------ | ---------------- | ------------------ |  | ------------------ | ----- | ---------------- |  | - | ----------- | --- |  | - | --------- | ---
|                                                                                                       |  |              |                  | Proposed Maximum   |  | Proposed Maximum   |       |                 
|Title Of Each Class                                                                                    |  | Amount To Be |                  | Offering Price Per |  | Aggregate Offering |       | Amount Of       
|Of Securities To Be Registered                                                                         |  | Registered   |                  | Unit Or Share      |  | Price(4)(5)        |       | Registration Fee
|                                                                                                       |  |              |                  |                    |  |                    |       |                 
|Primary Offering:                                                                                      |  |              |                  |                    |  |                    |       |                  |  |   |             |     |  |   |           |    
|Debt securities, common stock, preferred stock,
    warrants, stock purchase contracts and units(1)(2) |  |              | $400,000,000     |                    |  |                    |       | (3)              |  | $ | 400,000,000 |     |  | $ | 50,680.00 |    
|Secondary Offering:(6)                                                                                 |  |              |                  |                    |  |                    |       |                  |  |   |             |     |  |   |           |    
|Common stock                                                                                           |  |              | 4,300,000 shares |                    |  | $                  | 22.37 | (7)              |  | $ | 96,191,000  | (7) |  | $ | 12,187.40 |    
|Total                                                                                                  |  |              |                  |                    |  |                    |       |                  |  | $ | 496,191,000 |     |  | $ | 62,867.40 | (8)






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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) | Such presently indeterminate number or principal
    amount of debt securities, shares of common stock, shares of
    preferred stock, warrants, stock purchase contracts and units of
    OdysseyRe as may, from time to time, be issued at indeterminate
    prices, with an aggregate initial offering price not to exceed
    $400,000,000.                                                                                                                                            
|   
|   
|(2) | Also includes such indeterminate number or
    principal amount of debt securities, shares of common stock and
    shares of preferred stock of OdysseyRe as may be issued upon
    conversion or exchange of any debt securities or preferred stock
    that provide for conversion or exchange into other securities or
    upon exercise of warrants for such securities or upon settlement
    of stock purchase contracts for shares of common stock or shares
    of preferred stock.
|   
|   
|(3) | Omitted pursuant to General Instruction II.D. of
    Form S-3.                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|   
|(4) | Estimated solely for the purpose of calculating
    the registration fee pursuant to Rule 457(o) under the
    Securities Act of 1933.                                                                                                                                                                                                                                                                                                                                                     
|   
|   
|(5) | Exclusive of accrued interest, if any.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|   
|(6) | Up to 4,300,000 shares of common stock of
    OdysseyRe may be delivered from time to time pursuant to this
    Registration Statement by the stockholder named in the
    prospectus included in this Registration Statement.                                                                                                                                                                                                                                                             
|   
|   
|(7) | Estimated solely for the purpose of determining
    the registration fee pursuant to Rule 457(c) under the
    Securities Act of 1933 on the basis of the average of the high
    and low sales prices of OdysseyRe common stock on the New York
    Stock Exchange on October 1, 2004.                                                                                                                                                                                                    
|   
|   
|(8) | $50,680.00 of this registration fee was paid
    concurrently with the filing of the Registration Statement on
    February 23, 2004. The remaining $12,187.40 is being paid
    concurrently with the filing of this Amendment No. 1 to the
    Registration Statement.                                                                                                                                                                                                                   
|   



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The
registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said
Section 8(a), may determine.














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##### Table of Contents



|Information contained in this
prospectus is not complete and may be changed. We may not sell
these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where
the offer or sale is not permitted.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




SUBJECT TO COMPLETION,
DATED OCTOBER 5, 2004




Prospectus





Odyssey Re Holdings Corp.





$400,000,000




Debt Securities

Preferred Stock


Common Stock


Warrants


Stock Purchase Contracts


Units




---




4,300,000 shares of Common Stock







upon the exchange of








Exchangeable Notes issued by Fairfax Financial
(US) LLC








We may offer and sell, from time to time, in one
or more offerings, any combination of the securities that we
describe in this prospectus having a total initial offering
price not exceeding $400,000,000. In addition, the stockholder
named in this prospectus may deliver up to 4,300,000 shares of
our common stock in connection with the exchange, at the
holders option, of the 3.15% exchangeable notes due
February 28, 2010 issued by Fairfax Financial (US) LLC.







We will provide the specific terms of these
securities, other than our common stock, which is described in
this prospectus beginning on page 32, in supplements to
this prospectus. This prospectus may not be used to sell
securities, other than our common stock delivered in connection
with the exchange of the exchangeable notes, unless accompanied
by a prospectus supplement. Any statement contained in this
prospectus is deemed modified or superseded by any inconsistent
statement contained in an accompanying prospectus supplement. We
urge you to read carefully this prospectus and, if applicable,
the accompanying prospectus supplement, which will describe the
specific terms of the securities offered, before you make your
investment decision.







Our shares of common stock trade on the New York
Stock Exchange under the symbol ORH. On
October 4, 2004, the last reported sale price of our common
stock on the NYSE was $22.43.




We have not yet determined whether any of our
debt securities or any of our shares of preferred stock,
warrants, stock purchase contracts or units will be listed on
any exchange or over-the-counter market. If we decide to seek
listing of such securities, a prospectus supplement relating to
such securities will identify such exchange or market.

Investing in our securities involves risks. See Risk
Factors beginning on page 7 of this prospectus.



---

Neither
the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.



---




The date of this prospectus is October 5,
2004.






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TABLE OF CONTENTS  PROSPECTUSPROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATION ABOUT ODYSSEYREFORWARD-LOOKING STATEMENTSTHE COMPANYRISK FACTORSRisks Relating to Our BusinessRisks Related to Our Common StockUSE OF PROCEEDSDIVIDEND POLICYRATIO OF EARNINGS TO FIXED CHARGESDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF PREFERRED STOCKDESCRIPTION OF COMMON STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF STOCK PURCHASE CONTRACTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSSIGNATURESEX-5.1EX-12.1EX-23.1    Table of Contents  TABLE OF CONTENTS 
 PageWHERE YOU CAN FIND MORE INFORMATION ABOUT
    ODYSSEYRE
    
    
    4FORWARD-LOOKING STATEMENTS
    
    
    5THE COMPANY
    
    
    6RISK FACTORS
    
    
    7USE OF PROCEEDS
    
    
    13DIVIDEND POLICY
    
    
    13RATIO OF EARNINGS TO FIXED CHARGES
    
    
    13DESCRIPTION OF DEBT SECURITIES
    
    
    14DESCRIPTION OF PREFERRED STOCK
    
    
    29DESCRIPTION OF COMMON STOCK
    
    
    32DESCRIPTION OF WARRANTS
    
    
    34DESCRIPTION OF STOCK PURCHASE CONTRACTS
    
    
    36DESCRIPTION OF UNITS
    
    
    37SELLING STOCKHOLDER
    
    
    38PLAN OF DISTRIBUTION
    
    
    39LEGAL MATTERS
    
    
    40EXPERTS
    
    
    40 
 
 You should rely only on the information contained
or incorporated by reference in this prospectus or any
prospectus supplement. Neither we nor the stockholder named in
this prospectus has authorized anyone else to provide you with
different information. If anyone provides you with different
information, you should not rely on it. Neither we nor the
stockholder named in this prospectus is making an offer to sell
these securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing
in this prospectus or any prospectus supplement, or any
documents incorporated by reference therein, is accurate only as
of the date on the front cover of the applicable document. Our
business, financial condition, results of operations and
prospects may have changed since that date. 
 
 Unless the context requires otherwise or
otherwise as expressly stated, the terms we,
our, us, OdysseyRe and the
Company refer to Odyssey Re Holdings Corp., a
Delaware corporation, and its consolidated subsidiaries.


2



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##### Table of Contents



PROSPECTUS This prospectus is part of a registration
statement that we filed with the SEC using a shelf
registration or continuous offering process. Under this shelf
process, we may sell any combination of the following securities
in one or more offerings up to a total amount of $400,000,000,
or the equivalent thereof if any of the securities are
denominated in a currency, currency unit or composite currency
other than the U.S. dollar:  
    our shares of common stock;
    our shares of preferred stock;
    our warrants;
    our stock purchase contracts;
    our units; and
    our debt securities. 
 The terms of the aforementioned securities will
be determined at the time of the offering. In addition, the
stockholder named in this prospectus may deliver up to 4,300,000
shares of our common stock on one or more occasions in
connection with the exchange, at the holders option, of
the 3.15% exchangeable notes due February 28, 2010 issued
by Fairfax Financial (US) LLC. Each time the stockholder
named in this prospectus delivers shares of our common stock,
such stockholder is required to provide you with this
prospectus, and, in some cases, a prospectus supplement as
discussed below. 
 
 
 
 PROSPECTUS SUPPLEMENT 
 This prospectus provides you with a general
description of the securities offered by us and the stockholder
named in this prospectus. Each time we sell securities, we will
provide a prospectus supplement that will contain specific
information about the terms of that offering. In some cases, the
stockholder named in this prospectus will provide a prospectus
supplement that will contain specific information about the
delivery of our common stock. The prospectus supplement may also
add to, update or change information contained in this
prospectus and, accordingly, to the extent inconsistent,
information in this prospectus is superseded by the information
in the prospectus supplement. You should read both this
prospectus and the applicable prospectus supplement together
with the additional information described under the heading
Where You Can Find More Information About OdysseyRe. 
 The prospectus supplement to be attached to the
front of this prospectus may describe, as applicable: the terms
of the securities offered, the initial public offering price,
the price paid for the securities, net proceeds and the other
specific terms related to the offering of these securities. The registration statement containing this
prospectus, including the exhibits to the registration
statement, provides additional information about us and the
securities offered under this prospectus. The registration
statement, including the exhibits, can be read at the Securities
and Exchange Commission website or at the Securities and
Exchange Commission office mentioned under the heading
Where You Can Find More Information about OdysseyRe.


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##### Table of Contents






WHERE YOU CAN FIND MORE INFORMATION ABOUT
ODYSSEYRE

We file annual, quarterly and special reports,
proxy statements and other information with the Securities and
Exchange Commission, or the SEC, under the Securities Exchange
Act of 1934, as amended. You may read and copy this information,
or obtain copies of the information by mail, at the following
location of the SEC:

Public Reference Room


450 Fifth Street, N.W.


Room 1024


Washington, DC 20549


You may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC also maintains a web site that contains
reports, proxy statements and other information about issuers,
like OdysseyRe, who file electronically with the SEC. The
address of the site is www.sec.gov.

You can also inspect reports, proxy statements
and other information about OdysseyRe at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.

We are incorporating by reference
into this prospectus certain information we file with the SEC,
which means that we are disclosing important information to you
by referring you to those documents. The information
incorporated by reference is deemed to be part of this
prospectus. The following documents, which have been filed by us
with the SEC, are incorporated by reference into this prospectus:



| |   |                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------
|
| |  | Current Reports on Form 8-K filed on
    September 30, 2004 and September 21, 2004;                                           
|
|
|
| |  | Quarterly Report on Form 10-Q for the fiscal
    quarter ended June 30, 2004;                                                 
|
|
|
| |  | Quarterly Report on Form 10-Q for the fiscal
    quarter ended March 31, 2004;                                                
|
|
|
| |  | Annual Report on Form 10-K for the fiscal
    year ended December 31, 2003;                                                   
|
|
|
| |  | Proxy Statement for our Annual Meeting of
    Stockholders held on April 24, 2004; and                                        
|
|
| |  | Our description of our common stock that is
    contained in our Registration Statement on Form 8-A filed
    on June 8, 2001.




All documents that we file with the SEC under
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
from the date of this prospectus until all of the securities
being offered under this prospectus or any prospectus supplement
are sold (not including current reports furnished under
item 2.02 or item 7.01 of Form 8-K) shall also be
deemed to be incorporated by reference and will automatically
update information in this prospectus.




Any statements made in this prospectus or in a
document incorporated or deemed to be incorporated by reference
in this prospectus will be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement
contained in any prospectus supplement or in any other
subsequently filed document that is also incorporated or deemed
to be incorporated by reference in this prospectus modifies or
supersedes such statement. Any statement so modified or
superseded will not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.

You may request a copy of these filings, at no
cost, by writing or calling us at the following address or
telephone number:

Investor
Relations

Odyssey
Re Holdings Corp.





300 First
Stamford Place








Stamford,
Connecticut 06902








Tel:
(203) 977-8000





Exhibits to the filings will not be sent,
however, unless those exhibits have specifically been
incorporated by reference in this document.

4



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##### Table of Contents



FORWARD-LOOKING STATEMENTS Certain information included or incorporated by
reference in this document may be deemed to be
forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of
the Exchange Act. All statements, other than statements of
historical facts, that address activities, events or
developments that we intend, expect, project, believe or
anticipate will or may occur in the future are forward-looking
statements. Such statements are characterized by terminology
such as believe, anticipate,
should, intend, plan,
will, expects, estimates,
projects, positioned,
strategy, and similar expressions. These statements
are based on assumptions and assessments made by our management
in light of its experience and its perception of historical
trends, current conditions, expected future developments and
other factors our management believes to be appropriate. These
forward-looking statements are subject to a number of risks and
uncertainties, some of which are described below under the
caption Risk Factors, as well as other factors that
our management has not yet identified. Any such forward-looking
statements are not guarantees of future performance, and actual
results, developments and business decisions may differ from
those envisaged by such forward-looking statements. We disclaim
any duty to update any forward-looking statements, all of which
are expressly qualified by the foregoing.


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##### Table of Contents






THE COMPANY

OdysseyRe is a leading U.S. based underwriter of
reinsurance, providing a full range of property and casualty
products on a worldwide basis. We offer a broad range of both
treaty and facultative reinsurance to property and casualty
insurers. We also underwrite insurance business through our
Lloyds of London syndicate and our insurance company
subsidiaries.

Our global presence is established through 17
offices, with principal locations in the United States, London,
Paris, Singapore and Latin America. Our operations are managed
through four distinct divisions, Americas, EuroAsia, London
Market and U.S. Insurance, which are principally based on
geographic regions.




We had gross premiums written in 2003 of
$2.6 billion and stockholders equity as of
June 30, 2004 of $1.4 billion.







We were incorporated in Delaware on
March 21, 2001. Our principal executive office is located
at 300 First Stamford Place, Stamford,
Connecticut 06902. Our telephone number is
(203) 977-8000.




6



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##### Table of Contents






RISK FACTORS

The following are some of the risks associated
with our business. You should also refer to the other
information in this prospectus, including the financial
statements and accompanying notes thereto incorporated by
reference in this prospectus.




Risks Relating to Our Business

We operate in a highly competitive environment
which could make it more difficult for us to attract and retain
business.

The reinsurance industry is highly competitive.
We compete, and will continue to compete, with major United
States and non-United States reinsurers and certain underwriting
syndicates and insurers, some of which have greater financial,
marketing and management resources than we do. In addition, we
may not be aware of other companies that may be planning to
enter the reinsurance market or existing reinsurers that may be
planning to raise additional capital. Moreover, Lloyds of
London, in contrast with prior practice, now allows its
syndicates to accept capital from corporate investors, which may
result in such syndicates becoming more competitive in our
markets. Competition in the types of reinsurance business that
we underwrite is based on many factors, including premiums
charged and other terms and conditions offered, services
provided, financial ratings assigned by independent rating
agencies, speed of claims payment, reputation, perceived
financial strength and the experience of the reinsurer in the
line of reinsurance to be written. Increased competition could
cause us and other reinsurance providers to charge lower premium
rates and obtain less favorable policy terms, which could
adversely affect our ability to generate revenue and grow our
business.

We also are aware that other financial
institutions, such as banks, are now able to offer services
similar to our own. In addition, we have recently seen the
creation of alternative products from capital market
participants that are intended to compete with reinsurance
products. We are unable to predict the extent to which these
new, proposed or potential initiatives may affect the demand for
our products or the risks that may be available for us to
consider underwriting.

Our primary insurance is a business segment that
is growing, and the primary insurance business is also highly
competitive. Primary insurers compete on the basis of factors
including selling effort, product, price, service and financial
strength. We seek primary insurance pricing that will result in
adequate returns on the capital allocated to our primary
insurance business. Our business plans for these business units
could be adversely impacted by the loss of primary insurance
business to competitors offering competitive insurance products
at lower prices.

This competition could affect our ability to
attract and retain business.

Our actual claims may exceed our claim
reserves causing us to incur losses we did not
anticipate.

Our success is dependent upon our ability to
assess accurately the risks associated with the businesses that
we reinsure or insure. If we fail to accurately assess the risks
we assume, we may fail to establish appropriate premium rates
and our reserves may be inadequate to cover our losses, which
could have a material adverse effect on our financial condition
or reduce our net income.

As of December 31, 2003, we had net unpaid
losses and loss adjustment expenses of approximately
$2.3 billion. We incurred losses and loss adjustment
expenses of $1,325.8 million, $987.2 million and
$725.8 million for the years ended December 31, 2003,
2002 and 2001, respectively.

Claim reserves represent estimates involving
actuarial and statistical projections at a given point in time
of our expectations of the ultimate settlement and
administration costs of claims incurred. We utilize both
proprietary and commercially available actuarial models as well
as historical reinsurance industry loss development patterns to
assist in the establishment of appropriate claim reserves. In
contrast to casualty losses, which frequently can be determined
only through lengthy and unpredictable litigation, non-casualty
property losses tend to be reported promptly and usually are
settled within a shorter period of time.

7



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##### Table of Contents



Nevertheless, for both casualty and property
losses, actual claims and claim expenses paid may deviate,
perhaps substantially, from the reserve estimates reflected in
our financial statements. In addition, because we, like other
reinsurers, do not separately evaluate each of the individual
risks assumed under reinsurance treaties, we are largely
dependent on the original underwriting decisions made by ceding
companies. We are subject to the risk that the ceding companies
may not have adequately evaluated the risks to be reinsured and
that the premiums ceded may not adequately compensate us for the
risks we assume. If our claim reserves are determined to be
inadequate, we will be required to increase claim reserves with
a corresponding reduction in our net income in the period in
which the deficiency is rectified. It is possible that claims in
respect of events that have occurred could exceed our claim
reserves and have a material adverse effect on our results of
operations in a particular period or our financial condition.


Even though most insurance contracts have policy
limits, the nature of property and casualty insurance and
reinsurance is that losses can exceed policy limits for a
variety of reasons and could significantly exceed the premiums
received on the underlying policies.

Unpredictable catastrophic events could reduce
our net income.

Catastrophes can be caused by various events,
including natural events such as hurricanes, windstorms,
earthquakes, hailstorms, severe winter weather and fires, and
unnatural events such as a terrorist attack, explosions and
riots. The incidence and severity of catastrophes are inherently
unpredictable. The extent of losses from a catastrophe is a
function of both the total amount of insured exposure in the
area affected by the event and the severity of the event. Most
catastrophes are restricted to small geographic areas; however,
hurricanes, windstorms and earthquakes may produce significant
damage in large, heavily populated areas, and most of our past
catastrophe-related claims have resulted from severe storms.
Catastrophes can cause losses in a variety of property and
casualty lines for which we provide reinsurance. Insurance
companies are not permitted to reserve for a catastrophe until
it has occurred. It is therefore possible that a catastrophic
event or multiple catastrophic events could have a material
adverse effect upon our results of operations and financial
condition.

Consolidation in the insurance industry could
lead to lower margins for us and less demand for our reinsurance
products.

Many insurance industry participants are
consolidating to enhance their market power. These entities may
try to use their market power to negotiate price reductions for
our products and services. If competitive pressures compel us to
reduce our prices, our operating margins would decrease. As the
insurance industry consolidates, competition for customers will
become more intense and the importance of acquiring and properly
servicing each customer will become greater. We could incur
greater expenses relating to customer acquisition and retention,
further reducing our operating margins. In addition, insurance
companies that merge may be able to spread their risks across a
consolidated, larger capital base so that they require less
reinsurance.

A change in demand for reinsurance could lead
to reduced premium rates which could reduce our net
income.

Historically, we have experienced fluctuations in
operating results due to competition, frequency of occurrence or
severity of catastrophic events, levels of capacity, general
economic conditions and other factors. Demand for reinsurance is
influenced significantly by underwriting results of primary
insurers and prevailing general economic conditions. In
addition, the larger insurers created by the consolidation
discussed above may require less reinsurance. The supply of
reinsurance is related to prevailing prices and levels of
surplus capacity that, in turn, may fluctuate in response to
changes in rates of return being realized in the reinsurance
industry. It is possible that premium rates or other terms and
conditions of trade could vary in the future, that the present
level of demand will not continue or that the present level of
supply of reinsurance could increase as a result of capital
provided by recent or future market entrants or by existing
reinsurers.

8



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##### Table of Contents



If we are unable to maintain a favorable
financial strength rating, certain existing business may be
subject to termination, and it may be more difficult for us to
write new business.

Third party rating agencies assess and rate the
claims-paying ability of reinsurers and insurers based upon
criteria established by the rating agencies. Periodically the
rating agencies evaluate us to confirm that we continue to meet
the criteria of the ratings previously assigned to us. The
claims-paying ability ratings assigned by rating agencies to
reinsurance or insurance companies represent independent
opinions of financial strength and ability to meet policyholder
obligations, and are not directed toward the protection of
investors. Ratings by rating agencies are not ratings of
securities or recommendations to buy, hold or sell any security
and are not applicable to the securities being offered by this
prospectus. In the event our companies were to be downgraded by
any or all of the rating agencies, some of our business would be
subject to provisions which could cause, among other things,
early termination of contracts, or a requirement to post
collateral at the direction of our counter party.

Our insurance and reinsurance subsidiaries
maintain a rating of A (Excellent) from A.M. Best,
Inc. and an A- (Strong) counterparty credit and
financial strength rating from Standard & Poors
Insurance Rating Services. Financial strength ratings are used
by insurers and reinsurance and insurance intermediaries as an
important means of assessing the financial strength and quality
of reinsurers. In addition, the rating of a company purchasing
reinsurance may be adversely affected by an unfavorable rating
or the lack of a rating of its reinsurer.

If we are unable to realize our investment
objectives, our financial condition may be adversely
affected.

Our operating results depend in part on the
performance of our investment portfolio. The ability to achieve
our investment objectives is affected by general economic
conditions that are beyond our control. General economic
conditions can adversely affect the markets for
interest-rate-sensitive securities, including the extent and
timing of investor participation in such markets, the level and
volatility of interest rates and, consequently, the value of
fixed income securities. Interest rates are highly sensitive to
many factors, including governmental monetary policies, domestic
and international economic and political conditions and other
factors beyond our control. General economic conditions, stock
market conditions and many other factors can also adversely
affect the equities markets and, consequently, the value of the
equity securities we own. We may not be able to realize our
investment objectives, which could reduce our net income
significantly.

We may be adversely affected by foreign
currency fluctuations.

Our functional currency is the United
States dollar. A portion of our premiums are written in
currencies other than the United States dollar and a portion of
our loss reserves are also in foreign currencies. Moreover, we
maintain a portion of our investments in currencies other than
the United States dollar. We may, from time to time, experience
losses resulting from fluctuations in the values of foreign
currencies, which could adversely affect our operating results.

Our ability to borrow is limited by our notes
and Fairfaxs bank credit facilities, which could have an
adverse effect on our financial condition.




The current agreements governing the bank credit
facilities of Fairfax Financial Holdings Limited, our majority
stockholder, subject to limited exceptions, prevent any
subsidiaries of Fairfax from borrowing money. Our financial
flexibility in the future may be limited by the terms of these
agreements. We have entered into a note purchase agreement with
purchasers of our notes that contains restrictive covenants that
may restrict or prohibit our ability to borrow money.




We are a holding company and are dependent on
dividends and other payments from our operating subsidiaries,
which are subject to dividend restrictions.

We are a holding company whose principal source
of funds is cash dividends and other permitted payments from our
operating subsidiaries, principally Odyssey America. If our
subsidiaries are unable to

9



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make payments to us, or are able to pay only
limited amounts, we may be unable to pay dividends or make
payments on our indebtedness. The payment of dividends by our
operating subsidiaries is subject to restrictions set forth in
the insurance laws and regulations of Connecticut, Delaware, New
York and the United Kingdom. See Regulatory
Matters  Regulation of Insurers and
Reinsurers  Dividends contained in Item 1
of Part I of our Annual Report on Form 10-K for the
year ended December 31, 2003 incorporated herein by
reference.


Our business could be adversely affected by
the loss of one or more key employees.

We are substantially dependent on a small number
of key employees, in particular Andrew Barnard, Michael Wacek
and Charles Troiano. We believe that the experience and
reputations in the reinsurance industry of Messrs. Barnard,
Wacek and Troiano are important factors in our ability to
attract new business. We have entered into employment agreements
with Messrs. Barnard, Wacek and Troiano. Our success has
been, and will continue to be, dependent on our ability to
retain the services of our existing key employees and to attract
and retain additional qualified personnel in the future. The
loss of the services of Mr. Barnard, Mr. Wacek or
Mr. Troiano or any other key employee, or the inability to
identify, hire and retain other highly qualified personnel in
the future, could adversely affect the quality and profitability
of our business operations. We do not currently maintain key
employee insurance with respect to any of our employees.

Our business is primarily dependent upon a
limited number of unaffiliated reinsurance brokers and the loss
of business provided by them could adversely affect our
business.




We market our reinsurance products worldwide
primarily through reinsurance brokers, as well as directly to
our customers. Five reinsurance brokerage firms accounted for
over 60% of our reinsurance gross premiums written for the year
ended December 31, 2003. Loss of all or a substantial
portion of the business provided by these brokers could have a
material adverse effect on us.




Our reliance on payments through reinsurance
brokers exposes us to credit risk.

In accordance with industry practice, we
frequently pay amounts owing in respect of claims under our
policies to reinsurance brokers, for payment over to the ceding
insurers. In the event that a broker fails to make such a
payment, depending on the jurisdiction, we might remain liable
to the ceding insurer for the deficiency. Conversely, in certain
jurisdictions, when the ceding insurer pays premiums for such
policies to reinsurance brokers for payment over to us, such
premiums will be deemed to have been paid and the ceding insurer
will no longer be liable to us for those amounts, whether or not
we have actually received such premiums. Consequently, in
connection with the settlement of reinsurance balances, we
assume a degree of credit risk associated with brokers around
the world.

Our computer and data processing systems may
fail or be perceived to be insecure, which could adversely
affect our business and damage our customer
relationships.

Our business is highly dependent upon the
successful and uninterrupted functioning of our computer and
data processing systems. We rely on these systems to perform
actuarial and other modeling functions necessary for writing
business, as well as to process and make claims payments. We
have a highly trained staff that is committed to the continual
development and maintenance of these systems. However, the
failure of these systems could interrupt our operations or
materially impact our ability to rapidly evaluate and commit to
new business opportunities. If sustained or repeated, a system
failure could result in the loss of existing or potential
business relationships, or compromise our ability to pay claims
in a timely manner. This could result in a material adverse
effect on our business results.

Our insurance may not adequately compensate us
for material losses that may occur due to disruptions in our
service as a result of computer and data processing systems
failure. We do not maintain redundant systems or facilities for
all of our services.

In addition, a security breach of our computer
systems could damage our reputation or result in liability. We
retain confidential information regarding our business dealings
in our computer systems. We may be

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required to spend significant capital and other
resources to protect against security breaches or to alleviate
problems caused by such breaches. Any well-publicized compromise
of security could deter people from conducting transactions that
involve transmitting confidential information to our systems.
Therefore, it is critical that these facilities and
infrastructure remain secure and are perceived by the
marketplace to be secure. Despite the implementation of security
measures, this infrastructure may be vulnerable to physical
break-ins, computer viruses, programming errors, attacks by
third parties or similar disruptive problems. In addition, we
could be subject to liability if hackers were able to penetrate
our network security or otherwise misappropriate confidential
information.


We may not be able to alleviate risk
successfully through retrocessional arrangements and we are
subject to credit risks with respect to our
retrocessionaires.

We attempt to limit our risk of loss through
retrocessional arrangements, including reinsurance agreements
with other reinsurers, referred to as retrocessionaires. The
availability and cost of retrocessional protection is subject to
market conditions, which are beyond our control. As a result, we
may not be able to successfully alleviate risk through
retrocessional arrangements. In addition, we are subject to
credit risk with respect to our retrocessions because the ceding
of risk to retrocessionaires does not relieve us of our
liability to the companies we reinsured.

We purchase reinsurance coverage to insure
against a portion of our risk on policies we write directly. We
expect that limiting our insurance risks through reinsurance
will continue to be important to us. Reinsurance does not affect
our direct liability to our policyholders on the business we
write. Although our current reinsurance program is primarily
maintained with reinsurers rated A (Excellent) or
better by A.M. Best, a reinsurers insolvency or inability
to make payments under the terms of its reinsurance agreements
with us could have a material adverse effect on us. In addition,
we cannot assure you that reinsurance will remain available to
us to the same extent and on the same terms as are currently
available.

Our business could be adversely affected as a
result of political, regulatory, economic or other influences in
the insurance industry.

The insurance industry is highly regulated and is
subject to changing political, economic and regulatory
influences. These factors affect the practices and operation of
insurance and reinsurance organizations. Federal and state
legislatures have periodically considered programs to reform or
amend the United States insurance system at both the federal and
state level. Recently, the insurance and reinsurance regulatory
framework has been subject to increased scrutiny in many
jurisdictions, including the United States and various states in
the United States.

Changes in current insurance regulation may
include increased governmental involvement in the insurance
industry or may otherwise change the business and economic
environment in which insurance industry participants operate. In
the United States, for example, the states of Hawaii and Florida
have implemented arrangements whereby property insurance in
catastrophe prone areas is provided through state-sponsored
entities. The California Earthquake Authority, the first
privately financed, publicly operated residential earthquake
insurance pool, provides earthquake insurance to California
homeowners.

Such changes could cause us to make unplanned
modifications of products or services, or may result in delays
or cancellations of sales of products and services by insurers
or reinsurers. Insurance industry participants may respond to
changes by reducing their investments or postponing investment
decisions, including investments in our products and services.
We cannot predict the future impact of changing law or
regulation on our operations; any changes could have a material
adverse effect on us or the insurance industry in general.

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Risks Related to Our Common Stock

Because our controlling stockholder intends to
retain control, you may be unable to realize a gain on your
investment in our common stock in connection with an acquisition
bid.




Fairfax, through its subsidiaries, TIG Insurance
Group, TIG Insurance Company, ORH Holdings Inc., United States
Fire Insurance Company, Fairfax Financial (US) LLC and Fairfax
Inc., owns approximately 80.8% of our outstanding common stock.
Consequently, Fairfax is in a position to determine the outcome
of corporate actions requiring stockholder approval, including:






| |   |                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------
| |  | electing members of our Board of Directors;                                                            
|
| |  | adopting amendments to our charter documents; and                                                      
|
| |  | approving a merger or consolidation, liquidation
    or sale of all or substantially all of our assets.




In addition, Fairfax has provided us, and
continues to provide us, with certain services. All of our
directors other than Mr. Barnard also are directors or
officers of Fairfax or certain of its subsidiaries. Conflicts of
interest could arise between us and Fairfax or one of its
subsidiaries, and any conflict of interest may be resolved in a
manner that does not favor us.




Fairfax intends to retain control of us and
cannot foresee any circumstances under which it would sell a
sufficient number of shares of our common stock to cause it not
to retain such control. In order to retain control, Fairfax may
decide not to enter into a transaction in which our stockholders
would receive consideration for their shares that is much higher
than the cost of their investment in our common stock or the
then current market price of our common stock. Any decision
regarding the ownership of us that Fairfax may make at some
future time will be in its absolute discretion.

Significant fluctuation in the market price of
our common stock could result in securities class action claims
against us.

Significant price and value fluctuations have
occurred with respect to the securities of insurance and
insurance-related companies. Our common stock price is likely to
be volatile in the future. In the past, following periods of
downward volatility in the market price of a companys
securities, class action litigation has often been pursued
against such companies. If similar litigation were pursued
against us, it could result in substantial costs and a diversion
of our managements attention and resources.

Provisions in our charter documents and
Delaware law may impede attempts to replace or remove our
management or inhibit a takeover, which could adversely affect
the value of our common stock.

Our certificate of incorporation and bylaws, as
well as Delaware corporate law, contain provisions that could
delay or prevent changes in our management or a change of
control that a stockholder might consider favorable and may
prevent you from receiving a takeover premium for your shares.
These provisions include, for example,



| |   |                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | authorizing the issuance of preferred stock, the
    terms of which may be determined at the sole discretion of our
    Board of Directors;                                               
|
| |  | establishing advance notice requirements for
    nominations for election to our Board of Directors or for
    proposing matters that can be acted on by stockholders at
    meetings; and
|
| |  | providing that special meetings of stockholders
    may be called only by our Board of Directors, the chairman of
    our Board of Directors, our president or our secretary.             

These provisions apply even if the offer may be
considered beneficial by some of our stockholders. If a change
in management or a change of control is delayed or prevented,
the market price of our common stock could decline.

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USE OF PROCEEDS




Except as may be described in the applicable
prospectus supplement that accompanies this prospectus, we
intend to add the net proceeds from the sale by us of the
securities under this prospectus to our general funds and use
such proceeds for working capital and other general corporate
purposes.







We will determine the allocation of the net
proceeds of an offering of securities by us to a specific
purpose, if any, at the time of the offering and we will
describe such allocation in the applicable prospectus supplement.







DIVIDEND POLICY




Our Board of Directors has established a policy
of declaring quarterly cash dividends on our common stock. We
paid a cash dividend of $0.03125 per share of common stock
during each of the first and second quarters of 2004 and in the
fourth quarter of 2003. Prior to the fourth quarter of 2003, we
paid a quarterly cash dividend of $0.025 per share of common
stock for each quarter beginning with the quarter ended
September 30, 2001.




The declaration and payment of future dividends,
if any, by us will be at the discretion of our Board of
Directors and will depend on, among other things, our financial
condition, general business conditions and legal restrictions
regarding the payment of dividends by us and other factors which
our board may deem relevant.

As a holding company with no direct operations,
we rely on cash dividends and other permitted payments from our
insurance subsidiaries to pay dividends to our securityholders
and to service our debt. Amounts payable to us without the prior
approval of applicable state insurance departments are limited
by state insurance law.




RATIO OF EARNINGS TO FIXED CHARGES

The ratio of our earnings to fixed charges for
the periods indicated are as follows:




|                                   |  |               |       |                          |  |      |       |      |  |      |       |      |  |  |   |  |  |  |       |  |  |  |       | 
|---------------------------------- |  | ------------- | ----- | ------------------------ |  | ---- | ----- | ---- |  | ---- | ----- | ---- |  |  | - |  |  |  | ----- |  |  |  | ----- | 
|                                   |  |               |       |                         
|                                   |  | Six months    |       | Years ended December 31,
|                                   |  | ended         |       |                         
|                                   |  | June 30, 2004 |       | 2003                     |  | 2002 |       | 2001 |  | 2000 |       | 1999
|                                   |  |               |       |                          |  |      |       |      |  |      |       |     
|Ratio of earnings to fixed charges |  |               | 13.02 |                          |  |      | 22.88 |      |  |      | 23.69 |      |  |  | * |  |  |  | 46.95 |  |  |  | 29.73 | 
|                                   |  |               |       |                          |  |      |       |      |  |      |       |      |  |  |   |  |  |  |       |  |  |  |       | 






---



|  |                                                                                                                                                        
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Due to our loss in 2001, the ratio coverage was
    less than 1:1. Additional earnings of $8.8 million would
    have achieved a coverage ratio of 1:1.

For purposes of computing our ratio of earnings
to fixed charges, earnings includes income before income taxes,
undistributed income (loss) from equity investees and fixed
charges. Fixed charges consist of interest expense, amortization
of capitalized expenses related to indebtedness and an estimated
interest factor of rental expense.

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DESCRIPTION OF DEBT SECURITIES

We may issue debt securities from time to time in
one or more series. This section summarizes the general terms
and provisions of the debt securities that are common to all
series. The specific terms relating to any series of our debt
securities that we offer will be described in a prospectus
supplement. You should read the applicable prospectus supplement
for the terms of the series of debt securities offered. Because
the terms of specific series of debt securities offered may vary
from the general information that we have provided below, you
should rely on information in the applicable prospectus
supplement that varies from any information below.

The senior debt securities will constitute part
of our senior debt and will rank equally with all our other
unsecured and unsubordinated debt. The subordinated debt
securities will constitute part of our subordinated debt and
will be subordinate in right of payment to all of our
senior indebtedness. The prospectus supplement for
any series of subordinated debt securities will indicate the
approximate amount of senior indebtedness outstanding as of the
end of the most recent fiscal quarter.

We may issue senior or subordinated debt
securities. Neither the senior debt securities nor the
subordinated debt securities will be secured by any of our
property or assets. Thus, by owning a debt security, you are one
of our unsecured creditors.

As required by federal law for all bonds and
notes of companies that are publicly offered, the debt
securities will be governed by a document called an
indenture. An indenture is a contract between a
financial institution, acting on your behalf as trustee of the
debt securities offered, and us. The senior debt securities will
be issued pursuant to the senior debt securities indenture
between us and The Bank of New York, dated as of
October 31, 2003. The subordinated debt securities will be
issued pursuant to an indenture, which we will enter into with a
trustee. When we refer to the applicable indenture
or indenture in this prospectus, we are referring to
the indenture under which your debt securities are issued, as
supplemented by any supplemental indenture applicable to your
debt securities. The trustee has two main roles. First, subject
to some limitations on the extent to which the trustee can act
on your behalf, the trustee can enforce your rights against us
if we default on our obligations under the applicable indenture.
Second, the trustee performs certain administrative duties for
us.

Unless otherwise provided in any applicable
prospectus supplement, the following section is a summary of the
principal terms and provisions that will be included in the
indenture. This summary is not complete. Because this section is
a summary, it does not describe every aspect of the debt
securities or the indenture. If we refer to particular
provisions in an indenture, such provisions, including the
definition of terms, are incorporated by reference in this
prospectus as part of this summary. We urge you to read the
indenture and any supplement thereto that are applicable to you
because the indenture, and not this section, defines your rights
as a holder of debt securities. The indentures are filed as
exhibits to the registration statement of which this prospectus
is a part. See Where You Can Find More Information About
OdysseyRe for information on how to obtain a copy of the
indentures.

We may issue the debt securities as original
issue discount securities, which are securities that are offered
and sold at a substantial discount to their stated principal
amount. The prospectus supplement relating to original issue
discount securities will describe federal income tax
consequences and other special considerations applicable to
them. The debt securities may also be issued as indexed
securities or securities denominated in foreign currencies or
currency units, as described in more detail in the prospectus
supplement relating to any of the particular debt securities.
The prospectus supplement relating to specific debt securities
will also describe any special considerations and any material
additional tax considerations applicable to such debt securities.

General

The debt securities offered hereby will be
unsecured obligations of OdysseyRe. The debt securities will be
either our senior unsecured obligations issued in one or more
series and referred to herein as the senior debt
securities, or our subordinated unsecured obligations
issued in one or more series and referred to herein

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as the subordinated debt securities.
The senior debt securities will rank equal in right of payment
to all other unsecured and unsubordinated indebtedness of
OdysseyRe. The subordinated debt securities will be subordinated
in right of payment to the prior payment in full of the senior
debt securities and the senior indebtedness of OdysseyRe, as
described below under Subordinated Indenture
Provisions. As of June 30, 2004, we did not have any
secured debt to which our debt securities would be subordinated
and we had $375.0 million aggregate principal amount of
unsecured debt outstanding that would be on par with the debt
securities.





You should read the applicable prospectus
supplement for the terms of the series of debt securities
offered. The terms of the debt securities described in such
prospectus supplement will be set forth in the applicable
indenture and may include the following, as applicable to the
series of debt securities offered thereby:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the title of the debt securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | whether the debt securities will be senior debt
    securities or subordinated debt securities of OdysseyRe;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | the aggregate principal amount of the debt
    securities and whether there is any limit on such aggregate
    principal amount;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | whether we may reopen the series of debt
    securities for issuances of additional debt securities of such
    series;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | the date or dates, or how the date or dates will
    be determined, when the principal amount of the debt securities
    will be payable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | the amount payable upon acceleration of the
    maturity of the debt securities or how this amount will be
    determined;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | the interest rate or rates, which may be fixed or
    variable, that the debt securities will bear, if any, or how
    such interest rate or rates will be determined;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | the basis upon which interest will be calculated
    if other than that of a 360-day year of twelve 30-day months;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | the date or dates from which any interest will
    accrue or how such date or dates will be determined;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | the interest payment dates and the record dates
    for these interest payments;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | whether the debt securities are redeemable at our
    option;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | whether there are any sinking fund or other
    provisions that would obligate us to purchase or otherwise
    redeem the debt securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | the date, if any, after which and the price or
    prices at which the series of debt securities may, in accordance
    with any optional or mandatory redemption provisions, be
    redeemed and the other detailed terms and provisions of those
    optional or mandatory redemption provisions, if any;                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | if the debt securities may be converted into or
    exercised or exchanged for our common stock, preferred stock,
    warrants, stock purchase contracts or units, the terms on which
    conversion, exercise or exchange may occur, including whether
    conversion, exercise or exchange is mandatory, at the option of
    the holder or at our option or at the option of any other
    person, the date on or the period during which conversion,
    exercise or exchange may occur, the initial conversion, exercise
    or exchange price or rate and the circumstances or manner in
    which the amount of our common stock, preferred stock, warrants,
    stock purchase contracts or units issuable upon conversion,
    exercise or exchange may be adjusted;
|
| |  | whether the debt securities are subject to
    mandatory or optional remarketing or other mandatory or optional
    resale provisions, and, if applicable, the date or period during
    which such resale may occur,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | any conditions to such resale and any right of a
    holder to substitute securities for the securities subject to
    resale;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | the form in which we will issue the debt
    securities, if other than in registered book-entry only form
    represented by global securities; whether we will have the
    option of issuing debt securities in certificated
    form; whether we will have the option of issuing certificated
    debt securities in bearer form if we issue the securities
    outside the United States to non-U.S. persons; any
    restrictions on the offer, sale or delivery of bearer securities
    and the terms, if any, upon which bearer securities of the
    series may be exchanged for registered securities of the series
    and vice versa (if permitted by applicable laws and regulations);
|
| |  | the currency or currencies of the debt securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | whether the amount of payments of principal,
    premium or interest, if any, on the debt securities will be
    determined with reference to an index, formula or other method
    (which could be based on one or more currencies, commodities,
    equity indices or other indices) and how these amounts will be
    determined;                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | the place or places, if any, other than or in
    addition to New York, New York, for payment, transfer,
    conversion and/or exchange of the debt securities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | the denominations in which the debt securities
    will be issued;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | the applicability of the provisions of the
    applicable indenture described under defeasance and
    any provisions in modification of, in addition to or in lieu of
    any of these provisions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | material federal income tax considerations that
    are specific to the series of debt securities offered;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | any provisions granting special rights to the
    holders of the debt securities upon the occurrence of specified
    events;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | whether the applicable indenture contains any
    changes or additions to the events of default or covenants
    described in this prospectus; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | any other terms specific to the series of debt
    securities offered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Unless we indicate differently in the applicable
prospectus supplement, the indentures pursuant to which the debt
securities are issued will not contain any provisions that give
you protection in the event we issue a large amount of debt, or
in the event that we are acquired by another entity.

Redemption

If the debt securities are redeemable, the
applicable prospectus supplement will set forth the terms and
conditions for such redemption, including:



| |   |                                                                                       
| | - | --------------------------------------------------------------------------------------
| |  | the redemption prices (or method of calculating
    the same);                        
|
| |  | the redemption period (or method of determining
    the same);                        
|
| |  | whether such debt securities are redeemable in
    whole or in part at our option; and
|
| |  | any other provisions affecting the redemption of
    such debt securities.            

Conversion and Exchange

If any series of the debt securities offered are
convertible into or exchangeable for shares of our common stock
or other securities, the applicable prospectus supplement will
set forth the terms and conditions for such conversion or
exchange, including:



| |   |                                                                                    
| | - | -----------------------------------------------------------------------------------
| |  | the conversion price or exchange ratio (or the
    method of calculating the same);
|
| |  | the conversion or exchange period (or the method
    of determining the same);     

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| |   |                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------
| |  | whether conversion or exchange will be mandatory,
    or at our option or at the option of the holder;
|
| |  | the events requiring an adjustment of the
    conversion price or the exchange ratio; and             
|
| |  | any other provisions affecting conversion or
    exchange of such debt securities.                    

Form and Denomination of Debt
Securities

Denomination of Debt
Securities

Unless we indicate differently in the applicable
prospectus supplement, the debt securities will be denominated
in U.S. dollars, in minimum denominations of $1,000 and
multiples thereof.

Registered Form

We may issue the debt securities in registered
form, in which case we may issue them either in book-entry form
only or in certificated form. We will issue
registered debt securities in book-entry form only, unless we
specify otherwise in the applicable prospectus supplement. Debt
securities issued in book-entry form will be represented by
global securities.

Bearer Form

We also will have the option of issuing debt
securities in non-registered form, as bearer securities, if we
issue the securities outside the United States to
non-U.S. persons. In that case, the applicable prospectus
supplement will set forth the mechanics for holding the bearer
securities, including the procedures for receiving payments, for
exchanging the bearer securities for registered securities of
the same series and for receiving notices. The applicable
prospectus supplement will also describe the requirements with
respect to our maintenance of offices or agencies outside the
United States and the applicable U.S. federal tax law
requirements.

Holders of Registered Debt
Securities

Book-Entry Holders

We will issue registered debt securities in
book-entry form only, unless we specify otherwise in the
applicable prospectus supplement. Debt securities held in
book-entry form will be represented by one or more global
securities registered in the name of a depositary or its
nominee. The depositary or its nominee will hold such global
securities on behalf of financial institutions that participate
in such depositarys book-entry system. These participating
financial institutions, in turn, hold beneficial interests in
the global securities either on their own behalf or on behalf of
their customers.

Under the indenture, only the person in whose
name a debt security is registered is recognized as the holder
of that debt security. Consequently, for debt securities issued
in global form, we will recognize only the depositary or its
nominee as the holder of the debt securities, and we will make
all payments on the debt securities to the depositary or its
nominee. The depositary will then pass along the payments that
it receives to its participants, which in turn will pass the
payments along to their customers who are the beneficial owners
of the debt securities. The depositary and its participants do
so under agreements they have made with one another or with
their customers or by law; they are not obligated to do so under
the terms of the debt securities or the terms of the indenture.

As a result, investors will not own debt
securities directly. Instead, they will own beneficial interests
in a global security, through a bank, broker or other financial
institution that participates in the depositarys
book-entry system, or that holds an interest through a
participant in the depositarys book-entry system. As long
as the debt securities are issued in global form, investors will
be indirect holders, and not holders, of the debt securities.

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Street Name Holders

In the event that we issue debt securities in
certificated form, or in the event that a global security is
terminated, investors may choose to hold their debt securities
either in their own names or in street name. Debt
securities held in street name are registered in the name of a
bank, broker or other financial institution chosen by the
investor, and the investor would hold a beneficial interest in
those debt securities through the account that he or she
maintains at such bank, broker or other financial institution.

For debt securities held in street name, we will
recognize only the intermediary banks, brokers and other
financial institutions in whose names the debt securities are
registered as the holders of those debt securities, and we will
make all payments on those debt securities to them. These
institutions will pass along the payments that they receive from
us to their customers who are the beneficial owners pursuant to
agreements that they have entered into with such customers or by
law; they are not obligated to do so under the terms of the debt
securities or the terms of the indenture. Investors who hold
debt securities in street name will be indirect holders, and not
holders, of the debt securities.

Legal Holders

Our obligations, as well as the obligations of
the trustee and those of any third parties employed by the
trustee or us, run only to the legal holders of the debt
securities. We do not have obligations to investors who hold
beneficial interests in global securities, in street name or by
any other indirect means and who are, therefore, not the legal
holders of the debt securities. This will be the case whether an
investor chooses to be an indirect holder of a debt security, or
has no choice in the matter because we are issuing the debt
securities only in global form.

For example, once we make a payment or give a
notice to the legal holder of the debt securities, we have no
further responsibility with respect to such payment or notice
even if that legal holder is required, under agreements with
depositary participants or customers or by law, to pass it along
to the indirect holders but does not do so. Similarly, if we
want to obtain the approval of the holders for any purpose (for
example, to amend the indenture or to relieve us of the
consequences of a default or of our obligation to comply with a
particular provision of the indenture), we would seek the
approval only from the legal holders, and not the indirect
holders, of the debt securities. Whether and how the legal
holders contact the indirect holders is up to the legal holders.

Notwithstanding the above, when we refer to
you or your in this prospectus, we are
referring to investors who invest in the debt securities being
offered by this prospectus, whether they are the legal holders
or only indirect holders of the debt securities offered. When we
refer to your debt securities in this prospectus, we
mean the series of debt securities in which you hold a direct or
indirect interest.

Special Considerations for Indirect
Holders

If you hold debt securities through a bank,
broker or other financial institution, either in book-entry form
or in street name, we urge you to check with that institution to
find out:



| |   |                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | how it handles securities payments and notices;                                                                                                                                                                       
|
| |  | whether it imposes fees or charges;                                                                                                                                                                                   
|
| |  | how it would handle a request for its consent, as
    a legal holder of the debt securities, if ever required;                                                                                                        
|
| |  | if permitted for a particular series of debt
    securities, whether and how you can instruct it to send you debt
    securities registered in your own name so you can be a legal
    holder of such debt securities;
|
| |  | how it would exercise rights under the debt
    securities if there were a default or other event triggering the
    need for holders to act to protect their interests; and                                          
|
| |  | if the debt securities are in book-entry form,
    how the depositarys rules and procedures will affect these
    matters.                                                                                           

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Global Securities

A global security represents one or any other
number of individual debt securities. Generally, all debt
securities represented by the same global securities will have
the same terms. Each debt security issued in book-entry form
will be represented by a global security that we deposit with
and register in the name of a financial institution or its
nominee that we select. The financial institution that we select
for this purpose is called the depositary. Unless we specify
otherwise in the applicable prospectus supplement, The
Depository Trust Company, New York, New York, known as
DTC, will be the depositary for all debt securities that we
issue in book-entry form.

A global security may not be transferred to or
registered in the name of anyone other than the depositary or
its nominee, unless special termination situations arise. We
describe those situations below under  Special
Situations When a Global Security Will Be Terminated. As a
result of these arrangements, the depositary, or its nominee,
will be the sole legal holder of all debt securities represented
by a global security, and investors will be permitted to own
only beneficial interests in a global security. Beneficial
interests must be held by means of an account with a broker,
bank or other financial institution that in turn has an account
either with the depositary or with another institution that has
an account with the depositary. Thus, an investor whose security
is represented by a global security will not be a legal holder
of the debt security, but an indirect holder of a beneficial
interest in the global security.

Special Considerations for Global
Securities

As an indirect holder, an investors rights
relating to a global security will be governed by the account
rules of the investors financial institution and of the
depositary, as well as general laws relating to securities
transfers. The depositary that holds the global security will be
considered the legal holder of the debt securities represented
by such global security.

If debt securities are issued only in the form of
a global security, an investor should be aware of the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | An investor cannot cause the debt securities to
    be registered in his or her name, and cannot obtain non-global
    certificates for his or her interest in the debt securities,
    except in the special situations we describe below under
     Special Situations When a Global Security Will
    Be Terminated.                                                                                                                                                 
|
| |  | An investor will be an indirect holder and must
    look to his or her own bank or broker for payments on the debt
    securities and protection of his or her legal rights relating to
    the debt securities, as we describe under
     Holders of Registered Debt Securities
    above.                                                                                                                                                                             
|
| |  | An investor may not be able to sell his or her
    interest in the debt securities to some insurance companies and
    other institutions that are required by law to own their
    securities in non-book-entry form.                                                                                                                                                                                                                                                     
|
| |  | An investor may not be able to pledge his or her
    interest in the debt securities in circumstances where
    certificates representing the debt securities must be delivered
    to the lender or other beneficiary of the pledge in order for
    the pledge to be effective.                                                                                                                                                                                          
|
| |  | The depositarys policies, which may change
    from time to time, will govern payments, transfers, exchanges
    and other matters relating to an investors interest in the
    debt securities. Neither the trustee nor we have any
    responsibility for any aspect of the depositarys actions
    or for the depositarys records of ownership interests in a
    global security. Additionally, neither the trustee nor we
    supervise the depositary in any way.
|
| |  | DTC requires that those who purchase and sell
    interests in a global security that is deposited in its
    book-entry system use immediately available funds. Your broker
    or bank may also require you to use immediately available funds
    when purchasing or selling interests in a global security.                                                                                                                                                            
|
| |  | Financial institutions that participate in the
    depositarys book-entry system, and through which an
    investor holds its interest in a global security, may also have
    their own policies affecting payments,                                                                                                                                                                                                                                                     

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| |  |                                                                                                                                                                                                                                                               
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | notices and other matters relating to the debt
    security. There may be more than one financial intermediary in
    the chain of ownership for an investor. We do not monitor and
    are not responsible for the actions of any of such
    intermediaries.

Special Situations When a Global Security
Will Be Terminated

In a few special situations described below, a
global security will be terminated and interests in the global
security will be exchanged for certificates in non-global form,
referred to as certificated debt securities. After
such an exchange, it will be up to the investor as to whether to
hold the certificated debt securities directly or in street
name. We have described the rights of direct holders and street
name holders under  Holders of Registered Debt
Securities above. Investors must consult their own banks
or brokers to find out how to have their interests in a global
security exchanged on termination of a global security for
certificated debt securities to be held directly in their own
names.

The special situations for termination of a
global security are as follows:



| |   |                                                                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | if the depositary notifies us that it is
    unwilling, unable or no longer qualified to continue as
    depositary for that global security, and we do not appoint
    another institution to act as depositary within 60 days of
    such notification;
|
| |  | if we notify the trustee that we wish to
    terminate that global security; or                                                                                                                                                                          
|
| |  | if an event of default has occurred with regard
    to the debt securities represented by that global security and
    such event of default has not been cured or waived.                                                                               

The applicable prospectus supplement may list
situations for terminating a global security that would apply
only to the particular series of debt securities covered by such
prospectus supplement. If a global security were terminated,
only the depositary, and not we or the trustee, would be
responsible for deciding the names of the institutions in whose
names the debt securities represented by the global security
would be registered and, therefore, who would be the legal
holders of those debt securities.

Form, Exchange and Transfer of Registered
Securities

If we cease to issue registered debt securities
in global form, we will issue them:



| |   |                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| |  | only in fully registered certificated form; and                                                                                                   
|
| |  | unless we indicate otherwise in the applicable
    prospectus supplement, in denominations of $1,000 and amounts
    that are multiples of $1,000.

Holders may exchange their certificated
securities for debt securities of smaller denominations or
combined into fewer debt securities of larger denominations, as
long as the total principal amount is not changed.

Holders may exchange or transfer their
certificated securities at the trustees office. We have
appointed the trustee to act as our agent for registering debt
securities in the names of holders transferring debt securities.
We may appoint another entity to perform these functions or
perform them ourselves.

Holders will not be required to pay a service
charge to transfer or exchange their certificated securities,
but they may be required to pay any tax or other governmental
charge associated with the transfer or exchange. The transfer or
exchange will be made only if our transfer agent is satisfied
with the holders proof of legal ownership.

If we have designated additional transfer agents
for your debt security, they will be named in your prospectus
supplement. We may appoint additional transfer agents or cancel
the appointment of any particular transfer agent. We may also
approve a change in the location of the office through which any
transfer agent acts.

If any certificated securities of a particular
series are redeemable and we redeem less than all the debt
securities of that series, we may block the transfer or exchange
of those debt securities during the period

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beginning 15 days before the day we mail the
notice of redemption and ending on the day of that mailing, in
order to freeze the list of holders to prepare the mailing. We
may also refuse to register transfers or exchanges of any
certificated securities selected for redemption, except that we
will continue to permit transfers and exchanges of the
unredeemed portion of any debt security that will be partially
redeemed.


If a registered debt security is issued in global
form, only the depositary will be entitled to transfer and
exchange the debt security as described in this subsection
because it will be the sole holder of the debt security.

Payment and Paying Agents

On each due date for interest payments on the
debt securities, we will pay interest to each person shown on
the trustees records as owner of the debt securities at
the close of business on a designated day that is in advance of
the due date for interest. We will pay interest to each such
person even if such person no longer owns the debt security on
the interest due date. The designated day on which we will
determine the owner of the debt security, as shown on the
trustees records, is also known as the record
date. The record date will usually be about two weeks in
advance of the interest due date.

Because we will pay interest on the debt
securities to the holders of the debt securities based on
ownership as of the applicable record date with respect to any
given interest period, and not to the holders of the debt
securities on the interest due date (that is, the day that the
interest is to be paid), it is up to the holders who are buying
and selling the debt securities to work out between themselves
the appropriate purchase price for the debt securities. It is
common for purchase prices of debt securities to be adjusted so
as to prorate the interest on the debt securities fairly between
the buyer and the seller based on their respective ownership
periods within the applicable interest period.

Payments on Global Securities

We will make payments on a global security
directly to the depositary, or its nominee, and not to any
indirect holders who own beneficial interests in the global
security. An indirect holders right to those payments will
be governed by the rules and practices of the depositary and its
participants, as described under  Global
Securities above.

Payments on Certificated
Securities

We will make interest payments on debt securities
held in certificated form by mailing a check on each due date
for interest payments to the holder of the certificated
securities, as shown on the trustees records, as of the
close of business on the record date. We will make all payments
of principal and premium, if any, on the certificated securities
by check at the office of the trustee in New York City,
New York, and/or at other offices that may be specified in
the applicable prospectus supplement or in a notice to holders,
against surrender of the certificated security. All payments by
check will be made in next-day funds (that is, funds that become
available on the day after the check is cashed).

Alternatively, if a certificated security has a
face amount of at least $10,000,000, and the holder of such
certificated security so requests, we will pay any amount that
becomes due on such certificated security by wire transfer of
immediately available funds to an account specified by the
holder at a bank in New York City, New York, on the
applicable due date for payment. To request payment by wire
transfer, the holder must give appropriate transfer instructions
to the trustee or other paying agent at least 15 business
days before the requested wire payment is due. In the case of
any interest payments, the instructions must be given by the
person who is shown on the trustees records as the holder
of the certificated security on the applicable record date. Wire
instructions, once properly given, will remain in effect unless
and until new instructions are given in the manner described
above.

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Payment When Offices Are
Closed

If payment on a debt security is due on a day
that is not a business day, we will make such payment on the
next succeeding business day. The indenture will provide that
such payments will be treated as if they were made on the
original due date for payment. A postponement of this kind will
not result in a default under any debt security or indenture,
and no interest will accrue on the amount of any payment that is
postponed in this manner.

Book-entry and other indirect holders should
consult their banks or brokers for information on how they will
receive payments on their debt securities.

Events of Default

You will have special rights if an Event of
Default occurs with respect to your debt securities and such
Event of Default is not cured, as described later in this
subsection.

What Is an Event of Default?

Unless otherwise specified in the applicable
prospectus supplement, the term Event of Default
with respect to the debt securities offered means any of the
following:



| |   |                                                                                                                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | We do not pay the principal of, or any premium
    on, the debt security on its due date.                                                                                                                                                                                                                                    
|
| |  | We do not pay interest on the debt security
    within 60 days of its due date.                                                                                                                                                                                                                                              
|
| |  | We do not deposit any sinking fund payment, if
    applicable, with respect to the debt securities on its due date.                                                                                                                                                                                                          
|
| |  | We remain in breach of a covenant with respect to
    the debt securities for 90 days after we receive a written
    notice of default stating that we are in breach. The notice must
    be sent by either the trustee or holders of at least 25% of the
    principal amount of the debt securities of the affected series.
|
| |  | We file for bankruptcy or certain other events of
    bankruptcy, insolvency or reorganization occur.                                                                                                                                                                                                                        
|
| |  | Any other Event of Default that may be described
    in the applicable prospectus supplement, and set forth in the
    applicable indenture, occurs.                                                                                                                                                                         

An Event of Default for a particular series of
debt securities does not necessarily constitute an Event of
Default for any other series of debt securities issued under the
same or any other indenture.

Remedies if an Event of Default
Occurs

If an Event of Default has occurred and has not
been cured within the applicable time period, the trustee or the
holders of 25% in principal amount of the debt securities of the
affected series may declare the entire principal amount of all
the debt securities of that series to be immediately due and
payable. This is called a declaration of acceleration of
maturity. A declaration of acceleration of maturity may be
rescinded by the holders of at least a majority in principal
amount of the debt securities of the affected series.

The trustee may withhold notice to the holders of
debt securities of any default, except in the payment of
principal or interest, if it considers the withholding of notice
to be in the best interests of the holders. Additionally,
subject to the provisions of the applicable indenture relating
to the duties of the trustee, the trustee is not required to
take any action under the applicable indenture at the request of
any of the holders of the debt securities unless such holders
offer the trustee reasonable protection from expenses and
liability (called an indemnity). If reasonable
indemnity is provided, the holders of a majority in principal
amount of the outstanding debt securities of the relevant series
may direct the time, method and place of conduct of any lawsuit
or other formal legal action seeking any remedy available to the
trustee. The trustee may refuse to follow those directions in
certain circumstances. No delay or omission in exercising any
right or remedy will be treated as a waiver of that right,
remedy or Event of Default.

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Before you are allowed to bypass your trustee and
bring your own lawsuit or other formal legal action or take
other steps to enforce your rights or protect your interests
relating to your debt securities, the following must occur:



| |   |                                                                                                                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | You must give your trustee written notice that an
    Event of Default has occurred and remains uncured.                                                                                                                                                                                                                               
|
| |  | The holders of 25% in principal amount of all
    outstanding debt securities of the relevant series must make a
    written request that the trustee take action because of the
    default that has occurred and must offer reasonable indemnity to
    the trustee against the cost and other liabilities of taking
    that action.
|
| |  | The trustee must not have taken any action for
    60 days after receipt of the above notice, request and
    offer of indemnity.                                                                                                                                                                                                      
|
| |  | The holders of a majority in principal amount of
    the debt securities of the relevant series must not have given
    the trustee a direction inconsistent with the above notice or
    request.                                                                                                                                     

Notwithstanding the above, you are entitled at
any time to bring a lawsuit for the payment of money due on your
debt securities on or after the due date for payment.

Holders of a majority in principal amount of the
debt securities of the affected series may waive any past
defaults other than:



| |   |                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the payment of principal, or any premium or
    interest, on the affected series of debt securities; or                                                    
|
| |  | a default in respect of a covenant that cannot be
    modified or amended without the consent of each holder of the
    affected series of debt securities.

Book-entry and other indirect holders should
consult their banks or brokers for information on how to give
notice or direction to or make a request of the trustee, and how
to declare or rescind an acceleration of maturity on their debt
securities.

With respect to each series of debt securities,
we will furnish to each trustee, each year, a written statement
of certain of our officers certifying that, to their knowledge,
we are in compliance with the provisions of the indenture
applicable to such series of debt securities, or specifying an
Event of Default.

Merger or Consolidation

Unless otherwise specified in the applicable
prospectus supplement, the terms of the indentures will
generally permit us to consolidate or merge with another entity.
We will also be permitted to sell all or substantially all of
our assets to another entity. However, we may not take any of
these actions unless, among other things, the following
conditions are met:



| |   |                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | in the event that we merge out of existence or
    sell all or substantially all of our assets, the resulting
    entity must agree to be legally responsible for the debt
    securities;                                                                 
|
| |  | the merger or sale of all or substantially all of
    our assets must not cause a default on the debt securities, and
    we must not already be in default (unless the merger or sale
    would cure the default) with respect to the debt securities; and
|
| |  | we must satisfy any other requirements specified
    in the applicable prospectus supplement relating to a particular
    series of debt securities.                                                                                                       

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Modification or Waiver

There are three types of changes we can make to
any indenture and the debt securities issued thereunder.

Changes Requiring Your
Approval

First, there are changes that we cannot make to
the terms or provisions of your debt securities without your
specific approval. Subject to the provisions of the applicable
indenture, without your specific approval, we may not:



| |   |                                                                                                                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | change the stated maturity of the principal of,
    or interest on, your debt securities;                                                                                                                                                                 
|
| |  | change any obligation to pay any additional
    amounts on your debt securities;                                                                                                                                                                          
|
| |  | reduce the principal amount of, or premium, if
    any, or interest on, or any other amounts due on your debt
    securities;                                                                                                                             
|
| |  | reduce the amount of principal payable upon
    acceleration of maturity of your debt securities;                                                                                                                                                         
|
| |  | make any change that adversely affects your right
    to receive payment on, to convert, to exchange or to require us
    to purchase, as applicable, your debt security in accordance
    with the terms of the applicable indenture;                    
|
| |  | change the place or currency of payment on your
    debt securities;                                                                                                                                                                                      
|
| |  | impair your right to sue for payment on your debt
    securities;                                                                                                                                                                                         
|
| |  | if your debt securities are subordinated debt
    securities, modify the subordination provisions in the
    applicable indenture in a manner that is adverse to you;                                                                                     
|
| |  | reduce the percentage of holders of outstanding
    debt securities of your series whose consent is needed to modify
    or amend the applicable indenture;                                                                                               
|
| |  | reduce the percentage of holders of outstanding
    debt securities of your series whose consent is needed to waive
    compliance with certain provisions of the applicable indenture
    or to waive certain defaults of the applicable indenture; or   
|
| |  | modify any other aspect of the provisions of the
    applicable indenture dealing with modification and waiver of
    past defaults, changes to the quorum or voting requirements or
    the waiver of certain covenants relating to your debt securities.

Changes Not Requiring Your
Approval

There are certain changes that we may make to
your debt securities without your specific approval and without
any vote of the holders of the debt securities of the same
series. Such changes are limited to clarifications and certain
other changes that would not adversely affect the holders of the
outstanding debt securities of such series in any material
respect.

Changes Requiring Majority
Approval

Subject to the provisions of the applicable
indenture, any other change to, or waiver of, any provision of
an indenture and the debt securities issued pursuant thereto
would require the following approval:



| |   |                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | If the change affects only one series of debt
    securities, it must be approved by the holders of a majority in
    principal amount of the outstanding debt securities of that
    series.                                                                                                                                           
|
| |  | If the change affects more than one series of
    debt securities issued under the same indenture, it must be
    approved by the holders of a majority in principal amount of the
    outstanding debt securities of all series affected by the
    change, with all affected series voting together as one class
    for this purpose.
|
| |  | Waiver of our compliance with certain provisions
    of an indenture must be approved by the holders of a majority in
    principal amount of the outstanding debt securities of all
    series issued under such                                                                                                                       

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| |  |                                                                                                              
| |  | -------------------------------------------------------------------------------------------------------------
| |  | indenture, voting together as one class for this
    purpose, in accordance with the terms of such indenture.

In each case, the required approval must be given
in writing.

Further Details Concerning
Voting

When taking a vote, we will decide the principal
amount attributable to the debt securities in the following
manner:



| |   |                                                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | For original issue discount debt securities, we
    will use the principal amount that would be due and payable on
    the voting date if the maturity of such debt securities were
    accelerated to that date because of a default.
|
| |  | For debt securities for which principal amount is
    not known (for example, because it is based on an index), we
    will use the formula described in the prospectus supplement
    relating to such debt securities.              
|
| |  | For debt securities denominated in one or more
    foreign currencies, we will use the U.S. dollar equivalent.                                                                                                                        

Debt securities will not be considered
outstanding, and therefore will not be eligible to vote, if we
have deposited or set aside in trust money for their payment in
full or their redemption. Debt securities will also not be
eligible to vote if we can legally release ourselves from all
payment and other obligations with respect to such debt
securities, as described below under 
Defeasance  Full Defeasance.

We will generally be entitled to set any day as a
record date for the purpose of determining the holders of
outstanding debt securities that are entitled to vote or take
other action under the indenture. If we set a record date for a
vote or other action to be taken by holders of one or more
series of debt securities, such vote or action may be taken only
by persons shown on the trustees records as holders of the
debt securities of the relevant series on such record date.

Book-entry and other indirect holders should
consult their banks or brokers for information on how their
approval or waiver may be granted or denied if we seek their
approval to change or waive the provisions of an applicable
indenture or of their debt securities.

Defeasance

If specified in the applicable prospectus
supplement and subject to the provisions of the applicable
indenture, we may elect either:



| |   |                                                                                                                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to be released from some of the covenants in the
    indenture under which your debt securities were issued (referred
    to as covenant defeasance); or                                                                                                                                                                                                                     
|
| |  | to be discharged from all of our obligations with
    respect to your debt securities, except for obligations to
    register the transfer or exchange of your debt securities, to
    replace mutilated, destroyed, lost or stolen debt securities, to
    maintain paying offices or agencies and to hold moneys for
    payment in trust (referred to as full defeasance).

Covenant Defeasance

In the event of covenant defeasance, you would
lose the protection of some of our covenants in the indenture,
but would gain the protection of having money and government
securities set aside in trust to repay your debt securities.

Subject to the provisions of the applicable
indenture, to accomplish covenant defeasance with respect to the
debt securities offered:



| |   |                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | We must deposit in trust for the benefit of all
    holders of the debt securities of the same series as your debt
    securities a combination of money and U.S. government or
    U.S. government agency notes

25



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | or bonds that would generate enough cash to make
    interest, principal and any other payments on such series of
    debt securities on the various dates when such payments would be
    due.                                                                                                                                                                                                                                                                                              
|
| |  | No Event of Default or event which with notice or
    lapse of time would become an Event of Default, including by
    reason of the above deposit of money, notes or bonds, with
    respect to your debt securities shall have occurred and be
    continuing on the date of such deposit.                                                                                                                                                                                                 
|
| |  | We must deliver to the trustee of your debt
    securities a legal opinion of our counsel to the effect that,
    for U.S. federal income tax purposes, you will not
    recognize income, gain or loss as a result of such covenant
    defeasance and that such covenant defeasance will not cause you
    to be taxed on your debt securities any differently than if such
    covenant defeasance had not occurred and we had just repaid your
    debt securities ourselves at maturity.
|
| |  | We must deliver to the trustee of such debt
    securities a legal opinion of our counsel to the effect that the
    deposit of funds or bonds would not require registration under
    the Investment Company Act of 1940, as amended, or that all
    necessary registration under the Investment Company Act of 1940,
    as amended, had been effected.                                                                                                                                  
|
| |  | We must comply with any additional terms of,
    conditions to or limitations to covenant defeasance, as set
    forth in the applicable indenture.                                                                                                                                                                                                                                                                                                                                          
|
| |  | We must deliver to the trustee of your debt
    securities an officers certificate and a legal opinion of
    our counsel stating that all conditions precedent to covenant
    defeasance, as set forth in the applicable indenture, had been
    complied with.                                                                                                                                                                                                                           

If we were to accomplish covenant defeasance, you
could still look to us for repayment of the debt securities if
there were a shortfall in the trust deposit or the trustee were
prevented from making payment. In fact, if an Event of Default
that remained after we accomplish covenant defeasance occurred
(such as our bankruptcy) and your debt securities became
immediately due and payable, there might be a shortfall in our
trust deposit. Depending on the event causing the default, you
might not be able to obtain payment of the shortfall.

Full Defeasance

If we were to accomplish full defeasance, you
would have to rely solely on the funds or notes or bonds that we
deposit in trust for repayment of your debt securities. You
could not look to us for repayment in the unlikely event of any
shortfall in our trust deposit. Conversely, the trust deposit
would most likely be protected from claims of our lenders and
other creditors if we were to become bankrupt or insolvent.

Subject to the provisions of the applicable
indenture, in order to accomplish full defeasance with respect
to the debt securities offered:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | We must deposit in trust for the benefit of all
    holders of the debt securities of the same series as your debt
    securities a combination of money and U.S. government or
    U.S. government agency notes or bonds that would generate
    enough cash to make interest, principal and any other payments
    on such series of debt securities on the various dates when such
    payments would be due.                                                                                                                                                                                                                                                                                       
|
| |  | No Event of Default or event which with notice or
    lapse of time would become an Event of Default, including by
    reason of the above deposit of money, notes or bonds, with
    respect to your debt securities shall have occurred and be
    continuing on the date of such deposit.                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | We must deliver to the trustee of such debt
    securities a legal opinion of our counsel stating either that we
    have received, or there has been published, a ruling by the
    Internal Revenue Service or that there had been a change in the
    applicable U.S. federal income tax law, in either case to
    the effect that, for U.S. federal income tax purposes, you
    will not recognize income, gain or loss as a result of such full
    defeasance and that such full defeasance will not cause you to
    be taxed on your debt securities any differently than if such
    full defeasance had not occurred and we had just repaid your
    debt securities ourselves at maturity.

26



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| |   |                                                                                                                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | We must deliver to the trustee a legal opinion of
    our counsel to the effect that the deposit of funds or bonds
    would not require registration under the Investment Company Act
    of 1940, as amended, or that all necessary registration under
    the Investment Company Act of 1940, as amended, had been
    effected.
|
| |  | We must comply with any additional terms of,
    conditions to or limitations to full defeasance, as set forth in
    the applicable indenture.                                                                                                                                                                                    
|
| |  | We must deliver to the trustee of your debt
    securities an officers certificate and a legal opinion of
    our counsel stating that all conditions precedent to full
    defeasance, as set forth in the applicable indenture, had been
    complied with.                                                                     

Senior Indenture Provisions

The senior debt securities will be issued
pursuant to the senior debt securities indenture between us and
The Bank of New York, dated as of October 31, 2003.
The senior indenture is an exhibit to the registration
statement, of which this prospectus forms a part. The particular
terms of a series of senior debt securities will be set forth in
the senior indenture, as supplemented by an applicable
supplemental indenture, and described in the applicable
prospectus supplement. The applicable prospectus supplement and
senior indenture, as supplemented, will specify any prohibitions
on the amount of indebtedness, guarantees or other liabilities
that we may incur and any prohibitions on our ability to create
or assume liens on our property. Unless otherwise provided in a
prospectus supplement, the senior indenture, as supplemented,
will not require us to maintain any financial ratios or
specified levels of our net worth, revenues, income, cash flow
or liquidity. We urge you to read the senior indenture as
supplemented by the supplemental indenture that is applicable to
you because that senior indenture, as supplemented, and not this
section, defines your rights as a holder of the senior debt
securities.

Subordinated Indenture Provisions

The subordinated debt securities will be issued
under a subordinated indenture. The form of subordinated
indenture is an exhibit to the registration statement, of which
this prospectus forms a part. The particular terms of a series
of subordinated debt securities will be set forth in the
subordinated indenture, as supplemented by an applicable
supplemental indenture, and described in the applicable
prospectus supplement. The applicable prospectus supplement and
subordinated indenture, as supplemented, will specify any
prohibitions on the amount of indebtedness, guarantees or other
liabilities that we may incur and any prohibitions on our
ability to create or assume liens on our property. Unless
otherwise provided in a prospectus supplement, the subordinated
indenture, as supplemented, will not require us to maintain any
financial ratios or specified levels of our net worth, revenues,
income, cash flow or liquidity. We urge you to read the
subordinated indenture as supplemented by the supplemental
indenture that is applicable to you because that subordinated
indenture, as supplemented, and not this section, defines your
rights as a holder of the subordinated debt securities.

Subordination

Upon any distribution of our assets upon our
dissolution, winding up, liquidation or reorganization, the
payment of the principal of, premium, if any, and interest, if
any, on the subordinated debt securities will be subordinated,
to the extent provided in the subordinated indenture, as
supplemented, in right of payment to the prior payment in full
of all of our senior indebtedness. Our obligation to make
payment of the principal of, premium, if any, and interest, if
any, on the subordinated debt securities will not otherwise be
affected. In addition, no payment on account of principal and
premium, if any, sinking fund or interest, if any, may be made
on the subordinated debt securities at any time unless full
payment of all amounts due in respect of the principal and
premium, if any, sinking fund and interest, if any, on our
senior indebtedness has been made or duly provided for in money
or moneys worth.

Notwithstanding the foregoing, unless all of our
senior indebtedness has been paid in full, in the event that any
payment or distribution made by us is received by the trustee or
the holders of any of the subordinated debt securities, such
payment or distribution must be paid over to the holders of our
senior

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indebtedness or a person acting on their behalf,
to be applied toward the payment of all our senior indebtedness
remaining unpaid until all the senior indebtedness has been paid
in full. Subject to the payment in full of all our senior
indebtedness, the rights of the holders of the subordinated debt
securities will be subrogated to the rights of the holders of
our senior indebtedness.


By reason of this subordination, in the event of
a distribution of our assets upon our insolvency, certain of our
general creditors may recover more, ratably, than holders of the
subordinated debt securities. The subordinated indenture
provides that these subordination provisions will not apply to
money and securities held in trust under the defeasance
provisions of the subordinated indenture.

When we refer to senior indebtedness
in this prospectus, we are referring to the principal of (and
premium, if any) and unpaid interest on:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our indebtedness (including indebtedness of
    others guaranteed by us), other than subordinated debt
    securities issued under a subordinated indenture, whenever
    created, incurred, assumed or guaranteed, or money borrowed,
    unless the instrument creating or evidencing such indebtedness
    or under which such indebtedness is outstanding provides that
    such indebtedness is not senior or prior in right of payment to
    the subordinated debt securities; and
|
| |  | renewals, extensions, modifications and
    refundings of any of such indebtedness.                                                                                                                                                                                                                                                                                                                                                                                                      

If this prospectus is being delivered in
connection with the offering of a series of subordinated debt
securities, the accompanying prospectus supplement or the
information incorporated by reference will set forth the
approximate amount of our senior indebtedness outstanding as of
a recent date.

Information Concerning the Trustee

The Bank of New York is the trustee under the
indentures. We may maintain deposit accounts and conduct banking
and other financing transactions with the trustee in the normal
course of business.

Governing Law

The indentures and the debt securities will be
governed by, and construed in accordance with, the law of the
State of New York.

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DESCRIPTION OF PREFERRED STOCK

Our Board of Directors is authorized, subject to
Delaware law, without stockholder approval, from time to time to
issue up to an aggregate of 200,000,000 shares of preferred
stock described below. The following briefly summarizes the
provisions of our amended and restated certificate of
incorporation that would be important to holders of our
preferred stock. The following description may not be complete
and is subject to, and qualified in its entirety by reference
to, the terms and provisions of our amended and restated
certificate of incorporation, which is an exhibit to the
registration statement that contains this prospectus.

The description of most of the financial and
other specific terms of your series of preferred stock will be
in the prospectus supplement accompanying this prospectus. Those
terms may vary from the terms described here.

As you read this section, please remember that
the specific terms of your series of preferred stock as
described in your prospectus supplement will supplement the
general terms described in this section. If there are
differences between your prospectus supplement and this
prospectus, your prospectus supplement will control. Thus, the
statements we make in this section may not apply to your series
of preferred stock.

Reference to a series of preferred stock means
all of the shares of preferred stock issued as part of the same
series under a certificate of designations filed as part of our
amended and restated certificate of incorporation. Reference to
your prospectus supplement means the prospectus supplement
describing the specific terms of the preferred stock you
purchase. The terms in your prospectus supplement will have the
meanings described in this prospectus, unless otherwise
specified.

Our Authorized Preferred Stock

Under our amended and restated certificate of
incorporation, our Board of Directors is authorized, subject to
Delaware law, without stockholder approval, from time to time to
issue up to an aggregate of 200,000,000 shares of preferred
stock in one or more series. Our Board of Directors can fix the
rights, preferences and privileges of the shares of each series
and any qualifications, limitations or restrictions. Such rights
and preferences may be superior to common stock as to dividends,
distributions of assets (upon liquidation or otherwise) and
voting rights. Shares of preferred stock may be convertible into
shares of any other series or class of stock, including common
stock, if our Board of Directors so determines. Our Board of
Directors will fix the terms of the series of preferred stock it
designates by resolution adopted before we issue any shares of
the series of preferred stock.

The prospectus supplement relating to the
particular series of preferred stock will contain a description
of the specific terms of that series as fixed by our Board of
Directors, including, as applicable;



| |   |                                                                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the offering price at which we will issue the
    preferred stock;                                                                                                                                                                                                                     
|
| |  | the title, designation of number of shares and
    stated value of the preferred stock;                                                                                                                                                                                                
|
| |  | the dividend rate or method of calculation, the
    payment dates for dividends and the place or places where the
    dividends will be paid, whether dividends will be cumulative or
    noncumulative, and, if cumulative, the dates from which
    dividends will begin to cumulate;
|
| |  | any conversion or exchange rights;                                                                                                                                                                                                                                                     
|
| |  | whether the preferred stock will be subject to
    redemption and the redemption price and other terms and
    conditions relative to the redemption rights;                                                                                                                           
|
| |  | any liquidation rights;                                                                                                                                                                                                                                                                
|
| |  | any sinking fund provisions                                                                                                                                                                                                                                                            
|
| |  | any voting rights; and                                                                                                                                                                                                                                                                 
|
| |  | any other rights, preferences, privileges,
    limitations and restrictions that are not inconsistent with the
    terms of our amended and restated certificate of incorporation.                                                                                                     

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When we issue and receive payment for shares of
preferred stock, the shares will be fully paid and
nonassessable, which means that their holders will have paid
their purchase price in full and that we may not ask them to
surrender additional funds. Holders of preferred stock will not
have any preemptive or subscription rights to acquire more of
our stock. Unless otherwise specified in the prospectus
supplement relating to a particular series of preferred stock,
each series of preferred stock will rank on a parity in all
respects with each other series of preferred stock and prior to
our common stock as to dividends and any distribution of our
assets.

The rights of holders of the preferred stock
offered may be adversely affected by the rights of holders of
any shares of preferred stock that may be issued in the future.
Our Board of Directors may cause shares of preferred stock to be
issued in public or private transactions for any proper
corporate purposes, which may include issuances to obtain
additional financing in connection with acquisitions, and
issuances to officers, directors and employees pursuant to
benefit plans. Issuance of preferred stock, while providing
desirable flexibility in connection with possible acquisitions
and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire, or of discouraging
a third party from attempting to acquire, a majority of our
outstanding voting stock.

Redemption

If so specified in the applicable prospectus
supplement, a series of preferred stock may be redeemable at any
time, in whole or in part, at our option or the holders,
and may be mandatorily redeemed.

Any restriction on the repurchase or redemption
by us of our preferred stock while we are in arrears in the
payment of dividends will be described in the applicable
prospectus supplement.

Any partial redemptions of preferred stock will
be made in a way that our Board of Directors decides is
equitable.

Unless we default in the payment of the
redemption price, dividends will cease to accrue after the
redemption date on shares of preferred stock called for
redemption and all rights of holders of these shares will
terminate except for the right to receive the redemption price.

Dividends

Holders of each series of preferred stock will be
entitled to receive dividends when, as and if declared by our
Board of Directors from funds legally available for payment of
dividends. The rates and dates of payment of dividends will be
set forth in the applicable prospectus supplement relating to
each series of preferred stock. Dividends will be payable to
holders of record of preferred stock as they appear on our books
on the record dates fixed by the Board of Directors. Dividends
on any series of preferred stock may be cumulative or
noncumulative, as set forth in the applicable prospectus
supplement.

Conversion or Exchange Rights

The prospectus supplement relating to any series
of preferred stock that is convertible, exercisable or
exchangeable will state the terms on which shares of that series
are convertible into or exercisable or exchangeable for shares
of common stock, another series of our preferred stock or any
other securities registered pursuant to the registration
statement of which this prospectus forms a part.

Liquidation Preference

In the event of our voluntary or involuntary
liquidation, dissolution or winding-up, holders of each series
of our preferred stock will have the right to receive
distributions upon liquidation in the amount described in the
applicable prospectus supplement relating to each series of
preferred stock, plus an amount equal to any accrued and unpaid
dividends. These distributions will be made before any
distribution is made on the common stock or on any securities
ranking junior to the preferred stock upon liquidation,
dissolution or winding-up.

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If the liquidation amounts payable relating to
the preferred stock of any series and any other securities
ranking on a parity regarding liquidation rights are not paid in
full, the holders of the preferred stock of that series and the
other securities will have the right to a ratable portion of our
available assets, up to the full liquidation preference of each
security. Holders of these series of preferred stock or other
securities will not be entitled to any other amounts from us
after they have received their full liquidation preference.

Voting Rights

The holders of shares of preferred stock will
have no voting rights, except:



| |   |                                                                                       
| | - | --------------------------------------------------------------------------------------
| |  | as otherwise stated in the applicable prospectus
    supplement;                      
|
| |  | as otherwise stated in the certificate of
    designations establishing the series; or
|
| |  | as required by applicable law.                                                        

Transfer Agent and Registrar

The transfer agent, registrar and dividend
disbursement agent for the preferred stock will be stated in the
applicable prospectus supplement. The registrar for shares of
preferred stock will send notice to shareholders of any meetings
at which holders of the preferred stock have the right to elect
directors or to vote on any other matter.

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DESCRIPTION OF COMMON STOCK

Our amended and restated certificate of
incorporation authorizes the issuance of up to 500,000,000
shares of common stock, par value $.01 per share. Holders of
record of common stock are entitled to one vote per share on all
matters upon which securityholders have the right to vote. The
rights attached to the shares of common stock do not provide for
cumulative voting rights or preemptive rights. Therefore,
holders of more than 50% of the shares of common stock are able
to elect all our directors eligible for election each year. All
issued and outstanding shares of our common stock are, and the
common stock to be sold under this prospectus, when issued and
paid for, will be, validly issued, fully paid and
non-assessable. Holders of our common stock, subject to the
preferential rights of the holders of any shares of preferred
stock, are entitled to such dividends as may be declared from
time to time by our Board of Directors out of funds legally
available for that purpose. Upon dissolution, holders of our
common stock are entitled to share pro rata in the assets of our
company remaining after payment in full of all of our
liabilities and obligations, including payment of the
liquidation preference, if any, of any preferred stock then
outstanding. There are no redemption or sinking fund provisions
applicable to the common stock.

The common stock is listed on the New York Stock
Exchange under the symbol ORH.

Registration Rights

We have granted certain registration rights to
TIG Insurance Company and ORH Holdings Inc., each a wholly owned
subsidiary of our majority stockholder, Fairfax Financial
Holdings Limited. The registration rights agreement includes
rights to require us to register the offer and sale of shares of
our common stock held by TIG and ORH Holdings on up to three
different occasions. Each of TIG and ORH Holdings may also
require us to file registration statements on Form S-3. The
registration rights agreement also includes the right to require
us to include our common stock held by TIG and ORH Holdings in
up to three future registration statements that we file with the
Securities and Exchange Commission. The agreement also provides
TIG and ORH Holdings with comparable rights to require us to
qualify their shares of common stock for distribution, by
prospectus or otherwise, in any province or territory of Canada
in which we are a reporting issuer. We will also provide TIG and
ORH Holdings with the right to participate in any securities
offerings by us in order to maintain their percentage ownership.
These rights are subject to various conditions and limitations.

We will bear all expenses incurred in connection
with these registrations, other than any underwriting discounts
and commissions. Registration of shares of common stock upon the
exercise of these registration rights would result in such
shares becoming freely tradable without restriction.

Delaware Anti-Takeover Statute and Charter
Provisions

Under Delaware law, we may not engage in a
business combination, which includes a merger or
sale of more than 10% of our assets, with any interested
stockholder, namely, a stockholder who owns 15% or more of
our outstanding voting stock, as well as affiliates and
associates of any of these persons, for three years following
the time that stockholder became an interested stockholder
unless:



| |   |                                                                                                                                                                                                                                                                                                                                                            
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the transaction in which the stockholder became
    an interested stockholder is approved by our Board of Directors
    prior to the time the interested stockholder attained that
    status;                                                                                                                                                             
|
| |  | upon completion of the transaction that resulted
    in the stockholder becoming an interested stockholder, the
    interested stockholder owned at least 85% of our voting stock
    outstanding at the time the transaction commenced, excluding
    those shares owned by persons who are directors and also
    officers; or                           
|
| |  | at or after the time the stockholder became an
    interested stockholder the business combination is approved by
    the Board of Directors and authorized at an annual or special
    meeting of securityholders by the affirmative vote of at least
    two-thirds of the outstanding voting stock which is not owned by
    the interested stockholder.

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The authorization of undesignated preferred stock
in our charter makes it possible for our Board of Directors to
issue preferred stock with voting or other rights or preferences
that could impede the success of any attempt to change control
of us. These and other provisions may have the effect of
deterring hostile takeovers or delaying changes in control or
management of us.

Limitations on Liability and Indemnification
of Officers and Directors

Our certificate of incorporation limits the
liability of directors to the fullest extent permitted by
Delaware law. In addition, our certificate of incorporation and
bylaws provide that we will indemnify our directors and officers
to the fullest extent permitted by Delaware law. We believe that
the provisions in our certificate of incorporation and bylaws
are necessary to attract and retain qualified persons as
directors and officers.

Transfer Agent and Registrar

The transfer agent and registrar for our common
stock is The Bank of New York.

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DESCRIPTION OF WARRANTS

The following description of the terms of the
warrants sets forth certain general terms and provisions of the
warrants to which any prospectus supplement may relate. We may
issue warrants for the purchase of debt securities, preferred
stock or common stock. Warrants may be issued independently or
together with debt securities, preferred stock or common stock
offered by any prospectus supplement and may be attached to or
separate from any such offered securities. Each series of
warrants will be issued under a separate warrant agreement to be
entered into between us and a bank or trust company, as warrant
agent. The warrant agent will act solely as our agent in
connection with the warrants and will not assume any obligation
or relationship of agency or trust for or with any holders or
beneficial owners of warrants. The following summary of certain
provisions of the warrants does not purport to be complete and
is subject to, and qualified in its entirety by reference to,
the provisions of the warrant agreement that will be filed with
the SEC in connection with the offering of such warrants.

Debt Warrants

The prospectus supplement relating to a
particular issue of debt warrants will describe the terms of
such debt warrants, including the following:



| |   |                                                                                                                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the title of such debt warrants;                                                                                                                                                                                                                                       
|
| |  | the offering price for such debt warrants, if any;                                                                                                                                                                                                                     
|
| |  | the aggregate number of such debt warrants;                                                                                                                                                                                                                            
|
| |  | the designation and terms of the debt securities
    purchasable upon exercise of such debt warrants;                                                                                                                                                                  
|
| |  | if applicable, the designation and terms of the
    debt securities with which such debt warrants are issued and the
    number of such debt warrants issued with each such debt security;                                                                             
|
| |  | if applicable, the date from and after which such
    debt warrants and any debt securities issued therewith will be
    separately transferable;                                                                                                                      
|
| |  | the principal amount of debt securities
    purchasable upon exercise of a debt warrant and the price at
    which such principal amount of debt securities may be purchased
    upon exercise (which price may be payable in cash, securities,
    or other property);
|
| |  | the date on which the right to exercise such debt
    warrants shall commence and the date on which such right shall
    expire;                                                                                                                                       
|
| |  | if applicable, the minimum or maximum amount of
    such debt warrants that may be exercised at any one time;                                                                                                                                                          
|
| |  | whether the debt warrants represented by the debt
    warrant certificates or debt securities that may be issued upon
    exercise of the debt warrants will be issued in registered or
    bearer form;                                                               
|
| |  | information with respect to book-entry
    procedures, if any;                                                                                                                                                                                                         
|
| |  | the currency or currency units in which the
    offering price, if any, and the exercise price are payable;                                                                                                                                                            
|
| |  | if applicable, a discussion of material United
    States federal income tax considerations;                                                                                                                                                                           
|
| |  | the antidilution or adjustment provisions of such
    debt warrants, if any;                                                                                                                                                                                           
|
| |  | the redemption or call provisions, if any,
    applicable to such debt warrants; and                                                                                                                                                                                   
|
| |  | any additional terms of such debt warrants,
    including terms, procedures, and limitations relating to the
    exchange and exercise of such debt warrants.                                                                                                          

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Stock Warrants

The prospectus supplement relating to any
particular issue of preferred stock warrants or common stock
warrants will describe the terms of such warrants, including the
following:



| |   |                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the title of such warrants;                                                                                                                                                           
|
| |  | the offering price for such warrants, if any;                                                                                                                                         
|
| |  | the aggregate number of such warrants;                                                                                                                                                
|
| |  | the designation and terms of the common stock or
    series of preferred stock purchasable upon exercise of such
    warrants;                                                        
|
| |  | if applicable, the designation and terms of the
    offered securities with which such warrants are issued and the
    number of such warrants issued with each such offered security;
|
| |  | if applicable, the date from and after which such
    warrants and any offered securities issued therewith will be
    separately transferable;                                       
|
| |  | the number of shares of common stock or preferred
    stock purchasable upon exercise of a warrant and the price at
    which such shares may be purchased upon exercise;             
|
| |  | the date on which the right to exercise such
    warrants shall commence and the date on which such right shall
    expire;                                                           
|
| |  | if applicable, the minimum or maximum amount of
    such warrants that may be exercised at any one time;                                                                              
|
| |  | the currency or currency units in which the
    offering price, if any, and the exercise price are payable;                                                                           
|
| |  | if applicable, a discussion of material United
    States federal income tax considerations;                                                                                          
|
| |  | the antidilution provisions of such warrants, if
    any;                                                                                                                             
|
| |  | the redemption or call provisions, if any,
    applicable to such warrants; and                                                                                                       
|
| |  | any additional terms of such warrants, including
    terms, procedures and limitations relating to the exchange and
    exercise of such warrants.                                    

Exercise of Warrants

A warrant will entitle the holder to purchase for
cash an amount of securities at an exercise price that will be
stated in, or that will be determinable as described in, the
applicable prospectus supplement.

Warrants may be exercised at any time up to the
close of business on the expiration date set forth in the
applicable prospectus supplement. After the close of business on
the expiration date, unexercised warrants will become void.

Warrants may be exercised as set forth in the
applicable prospectus supplement. Upon receipt of payment and
the warrant certificate properly completed and duly executed at
the corporate trust office of the warrant agent or any other
office indicated in the prospectus supplement, we will, as soon
as practicable, forward the securities purchasable upon such
exercise. If less than all of the warrants represented by such
warrant certificate are exercised, a new warrant certificate
will be issued for the remaining warrants.

Governing Law

Unless otherwise stated in the prospectus
supplement, each issue of warrants and the applicable warrant
agreement will be governed by the laws of the State of New York.

35



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##### Table of Contents






DESCRIPTION OF STOCK PURCHASE
CONTRACTS

We may issue stock purchase contracts,
representing contracts obligating holders to purchase from or
sell to us, and obligating us to purchase from or sell to the
holders, a specified number of shares of our common stock or
preferred stock, as applicable, at a future date or dates. The
price per share of common stock or preferred stock, as
applicable, may be fixed at the time the stock purchase
contracts are issued or may be determined by reference to a
specific formula contained in the stock purchase contracts. We
may issue stock purchase contracts in such amounts and in as
many distinct series as we wish.

The applicable prospectus supplement may contain,
where applicable, the following information about the stock
purchase contracts issued under it:



| |   |                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | whether the stock purchase contracts obligate the
    holder to purchase or sell, or both purchase and sell, our
    common stock or preferred stock, as applicable, and the nature
    and amount of each of those securities, or the method of
    determining those amounts;
|
| |  | whether the stock purchase contracts are to be
    prepaid or not;                                                                                                                                                                                                             
|
| |  | whether the stock purchase contracts are to be
    settled by delivery, or by reference or linkage to the value,
    performance or level of our common stock or preferred stock;                                                                                              
|
| |  | any acceleration, cancellation, termination or
    other provisions relating to the settlement of the stock
    purchase contracts; and                                                                                                                                        
|
| |  | whether the stock purchase contracts will be
    issued in fully registered or global form.                                                                                                                                                                                    

The applicable prospectus supplement will
describe the terms of any stock purchase contracts. The
preceding description and any description of stock purchase
contracts in the applicable prospectus supplement does not
purport to be complete and is subject to and is qualified in its
entirety by reference to the stock purchase contract agreement
and, if applicable, collateral arrangements and depository
arrangements relating to such stock purchase contracts.

36



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##### Table of Contents






DESCRIPTION OF UNITS

We may issue units comprised of one or more of
the other securities described in this prospectus in any
combination. Each unit will be issued so that the holder of the
unit is also the holder of each security included in the unit.
Thus, the holder of a unit will have the rights and obligations
of a holder of each included security. The unit agreement under
which a unit is issued may provide that the securities included
in the unit may not be held or transferred separately, at any
time or at any time before a specified date.

The applicable prospectus supplement may describe:



| |   |                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the designation and terms of the units and of the
    securities comprising the units, including whether and under
    what circumstances those securities may be held or transferred
    separately;
|
| |  | any provisions for the issuance, payment,
    settlement, transfer or exchange of the units or of the
    securities comprising the units; and                                                       
|
| |  | whether the units will be issued in fully
    registered or global form.                                                                                                                             

The applicable prospectus supplement will
describe the terms of any units. The preceding description and
any description of units in the applicable prospectus supplement
does not purport to be complete and is subject to and is
qualified in its entirety by reference to the unit agreement
and, if applicable, collateral arrangements and depositary
arrangements relating to such units.

37



---



##### Table of Contents






SELLING STOCKHOLDER







On March 3, 2003, Fairfax Financial
(US) LLC purchased 4,300,000 outstanding shares of our
common stock at a price of $18.15 per share. As consideration,
Fairfax Financial (US) LLC issued $78,045,000 aggregate
principal amount of 3.15% exchangeable notes due
February 28, 2010, which notes are exchangeable into
4,300,000 shares of our common stock, subject to certain
adjustments under certain circumstances.







The stockholder named below may from time to time
deliver pursuant to this prospectus and the applicable
prospectus supplement, if any, up to an aggregate of 4,300,000
shares of our common stock in connection with the exchange, at
the holders option, of the 3.15% exchangeable notes due
February 28, 2010 issued by Fairfax Financial
(US) LLC. The table below sets forth, as of the date of
this prospectus, the number of shares of our common stock that
the named stockholder beneficially owns and the number of such
shares being registered for delivery by such stockholder under
this prospectus. The percentage of outstanding shares of common
stock beneficially owned prior to the offering is based on
64,777,984 shares of our common stock outstanding as of
September 16, 2004. The percentage of outstanding shares of
common stock beneficially owned after the offering assumes that
all of the shares of common stock registered by the named
stockholder under this prospectus have been delivered. Except as
disclosed below, the named stockholder does not have, and within
the past three years has not had, any position, office or other
material relationship with us or any of our affiliates.







The stockholder identified below may sell,
transfer or otherwise dispose of some or all of its shares of
common stock in transactions exempt from the registration
requirements of the Securities Act. Information about the named
stockholder may change from time to time. We will update, amend
or supplement this prospectus or the registration statement of
which this prospectus forms a part from time to time to update
the disclosure in this section as may be required.







For information on the procedure for sales by the
stockholder named below, read the disclosure under the heading
Plan of Distribution below.







|                                 |  |              |           |               |  |             |     |              |  |               |           |  |  |  |   |  |  |  |   |  
|-------------------------------- |  | ------------ | --------- | ------------- |  | ----------- | --- | ------------ |  | ------------- | --------- |  |  |  | - |  |  |  | - | -
|                                 |  |              |           | Percentage of |  |             |     |              |  | Percentage of
|                                 |  |              |           | Outstanding   |  | Maximum     |     |              |  | Outstanding  
|                                 |  | Shares of    |           | Shares of     |  | Number of   |     | Shares of    |  | Shares of    
|                                 |  | Common Stock |           | Common Stock  |  | Shares That |     | Common Stock |  | Common Stock 
|                                 |  | Beneficially |           | Beneficially  |  | May be      |     | Beneficially |  | Beneficially 
|                                 |  | Owned Prior  |           | Owned Prior   |  | Offered     |     | Owned After  |  | Owned After  
|Name of Stockholder              |  | to Offering  |           | to Offering   |  | Hereby      |     | Offering(1)  |  | Offering(1)  
|                                 |  |              |           |               |  |             |     |              |  |              
|Fairfax Financial (US) LLC(2)(3) |  |              | 4,300,000 |               |  |             | 6.6 | %            |  |               | 4,300,000 |  |  |  | 0 |  |  |  | 0 | %






---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) | The registration of shares of common stock held
    by the stockholder named above does not necessarily mean that
    such stockholder will deliver any of such shares of common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|   
|   
|(2) | Fairfax Financial (US) LLC is a wholly owned
    subsidiary of Fairfax Financial Holdings Limited
    (Fairfax), our majority stockholder. As of the date
    of this prospectus, Fairfax beneficially owned approximately
    80.8% of our outstanding shares of common stock, including the
    shares of common stock held by Fairfax Financial (US) LLC.
    V. Prem Watsa, Chairman of our board of directors, controls The
    Sixty Two Investment Company Limited (Sixty Two),
    which owns subordinate and multiple voting shares representing
    54.4% of the total votes attached to all classes of shares of
    Fairfax. Mr. Watsa himself beneficially owns and controls
    additional subordinate voting shares which, together with the
    shares owned by Sixty Two, represent 55.3% of the total votes
    attached to all classes of Fairfaxs shares. For more
    information regarding ownership by Fairfax of shares of our
    common stock, see Security Ownership of Certain Beneficial
    Owners and Management contained in our Annual Report on
    Form 10-K, which is incorporated by reference in this
    prospectus.
|   
|   
|   
|(3) | Also includes any delivery of the common stock by
    pledgees, donees, transferees or other successors in interest.
    Information about other stockholders, if any, will be set forth
    in prospectus supplements or in other documents that we file
    with the Securities and Exchange Commission that are
    incorporated by reference in this prospectus, if required.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   

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##### Table of Contents






PLAN OF DISTRIBUTION




We and/or the named stockholder may sell the
securities offered by this prospectus to one or more
underwriters or dealers for public offering, through agents,
directly to purchasers or through a combination of any such
methods of sale. We may sell the securities for cash, and the
named stockholder may deliver our common stock for cash and/or
other property. The name of any such underwriters, dealers or
agents involved in the offer and sale of the securities, the
amounts underwritten and the nature of its obligation to take
the securities will be specified in the applicable prospectus
supplement. We, along with the named stockholder, have reserved
the right to sell the securities directly to investors on our
own behalf, or on behalf of the named stockholder, in those
jurisdictions where we or the named stockholder are authorized
to do so. The sale of the securities may be effected in
transactions (a) on any national or international
securities exchange or quotation service on which the securities
may be listed or quoted at the time of sale, (b) in the
over-the-counter market, (c) in transactions otherwise than
on such exchanges or in the over-the-counter market or
(d) through the writing of options. The registration of
shares of our common stock held by the named stockholder does
not necessarily mean that the named stockholder will deliver any
of its shares.







We and/or the named stockholder and our
respective agents and underwriters, may offer and sell the
securities at a fixed price or prices that may be changed, at
market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. The
securities may be offered on an exchange, which will be
disclosed in the applicable prospectus supplement. We and/or the
named stockholder may, from time to time, authorize dealers,
acting as our respective agents, to offer and sell the
securities upon such terms and conditions as set forth in the
applicable prospectus supplement.







If we and/or the named stockholder use
underwriters to sell securities, we and/or the named stockholder
will enter into an underwriting agreement with them at the time
of the sale to them. In connection with the sale of the
securities, underwriters may receive compensation from us and/or
the named stockholder in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of
the securities for whom they may act as agent. Any underwriting
compensation paid by us or the named stockholder to underwriters
or agents in connection with the offering of the securities, and
any discounts, concessions or commissions allowed by
underwriters to participating dealers, will be set forth in the
applicable prospectus supplement to the extent required by
applicable law. Underwriters may sell the securities to or
through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the
underwriters or commissions (which may be changed from time to
time) from the purchasers for whom they may act as agents.




Dealers and agents participating in the
distribution of the securities may be deemed to be underwriters,
and any discounts and commissions received by them and any
profit realized by them on resale of the securities may be
deemed to be underwriting discounts and commissions under the
Securities Act. Unless otherwise indicated in the applicable
prospectus supplement, an agent will be acting on a best efforts
basis and a dealer will purchase debt securities as a principal,
and may then resell the debt securities at varying prices to be
determined by the dealer.




If so indicated in the prospectus supplement, we
and/or the named stockholder will authorize underwriters,
dealers or agents to solicit offers by certain specified
institutions to purchase offered securities from us and/or the
named stockholder at the public offering price set forth in the
prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the
future. Such contracts will be subject to any conditions set
forth in the applicable prospectus supplement and the prospectus
supplement will set forth the commission payable for
solicitation of such contracts. The underwriters and other
persons soliciting such contracts will have no responsibility
for the validity or performance of any such contracts.







Underwriters, dealers and agents may be entitled,
under agreements entered into with us and/or the named
stockholder, to indemnification against and contribution towards
certain civil liabilities, including any liabilities under the
Securities Act.




39



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##### Table of Contents






To facilitate the offering of securities, certain
persons participating in the offering may engage in transactions
that stabilize, maintain, or otherwise affect the price of the
securities. These may include over-allotment, stabilization,
syndicate short covering transactions and penalty bids.
Over-allotment involves sales in excess of the offering size,
which creates a short position. Stabilizing transactions involve
bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Syndicate
short covering transactions involve purchases of securities in
the open market after the distribution has been completed in
order to cover syndicate short positions. Penalty bids permit
the underwriters to reclaim selling concessions from dealers
when the securities originally sold by the dealers are purchased
in covering transactions to cover syndicate short positions.
These transactions may cause the price of the securities sold in
an offering to be higher than it would otherwise be. These
transactions, if commenced, may be discontinued by the
underwriters at any time.







Any securities other than our common stock issued
hereunder may be new issues of securities with no established
trading market. Any underwriters or agents to or through whom
such securities are sold for public offering and sale may make a
market in such securities, but such underwriters or agents will
not be obligated to do so and may discontinue any market making
at any time without notice. No assurance can be given as to the
liquidity of the trading market for any such securities. The
amount of expenses expected to be incurred by us in connection
with any issuance of securities will be set forth in the
applicable prospectus supplement. Certain of the underwriters,
dealers or agents and their associates may engage in
transactions with, and perform services for, us and certain of
our affiliates in the ordinary course of our business.







During such time as we and/or the named
stockholder may be engaged in a distribution of the securities
covered by this prospectus we and/or the named stockholder are
required to comply with Regulation M promulgated under the
Exchange Act. With certain exceptions, Regulation M
precludes us, the named stockholder, any affiliated purchasers,
and any broker-dealer or other person who participates in such
distribution from bidding for or purchasing, or attempting to
induce any person to bid for or purchase, any security which is
the subject of the distribution until the entire distribution is
complete. Regulation M also restricts bids or purchases
made in order to stabilize the price of a security in connection
with the distribution of that security. All of the foregoing may
affect the marketability of our common stock.







LEGAL MATTERS

Unless otherwise specified in a prospectus
supplement, the validity of the securities issued and sold
hereunder will be passed upon for us by Donald L. Smith, our
Senior Vice President, General Counsel and Corporate Secretary.




EXPERTS




The financial statements and the related
financial statement schedules, incorporated in this prospectus
by reference to OdysseyRes Annual Report on Form 10-K
for the year ended December 31, 2003, have been so
incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on
the authority of said firm as experts in auditing and accounting.




40



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##### Table of Contents









(ODYSSEY RE LOGO)




$400,000,000




Debt Securities

Preferred Stock

Common Stock

Warrants

Stock Purchase Contracts

Units



---




4,300,000 shares of Common Stock







upon the exchange of








Exchangeable Notes issued by Fairfax Financial (US) LLC







---

Prospectus




October 5, 2004






---





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##### Table of Contents



PART II

INFORMATION NOT REQUIRED IN
PROSPECTUS

Item 14.     Other
Expenses of Issuance and Distribution

The following table sets forth the costs and
expenses payable by us in connection with the distribution of
the securities being registered. All of the amounts shown are
estimates, except the Securities and Exchange Commission
registration fee.




|                                                        |          |   |           |            | 
|------------------------------------------------------- | -------- | - | --------- | ---------- | 
|Securities and Exchange Commission registration
    fee |          | $ | 62,867.40 |           
|Printing fees                                           |          | $ | 40,000    |           
|Accountants fees and expenses                          |          | $ | 30,000    |           
|Legal fees and expenses                                 |          | $ | 100,000   |           
|                                                        |          |   |           |           
|                                                        | Total(1) |   | $         | 232,867.40 | 
|                                                        |          |   |           |           






---






|    |                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------
|(1) | The amounts set forth above are estimates except
    for the SEC registration fee. OdysseyRe will pay all expenses.




Item 15.     Indemnification
of Directors and Officers

Section 145 of the Delaware General
Corporation Law, as amended, provides that a corporation may
indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. Section 145
further provides that a corporation similarly may indemnify any
such person serving in any such capacity who was or is a party
or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses
(including attorneys fees) actually and reasonably
incurred in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware
Court of Chancery or such other court in which such action or
suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

OdysseyRe has entered into indemnification
agreements with its officers and directors. Such indemnification
agreements are intended to supplement our officers and
directors liability insurance and to provide our officers
and directors with specific contractual assurance that the
protection provided by our amended and restated certificate of
incorporation will continue to be available regardless of, among
other things, an amendment to our certificate of incorporation
or a change in management or control of OdysseyRe. Such
indemnification agreements provide for prompt indemnification to
the fullest extent permitted by law and for the prompt
advancement of expenses, including attorneys fees and all
other costs and expenses incurred in connection with any action,
suit or proceeding in which the director or officer is a witness
or other participant, or to which the director or officer is a
party, by reason (in whole or in part) of service in such
capacities. Such indemnification agreements provide a mechanism
for court relief if indemnification or expense advances are
denied or not received within the periods specified in such
agreements. Indemnification

II-1



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##### Table of Contents



and advancement of expenses are also provided
with respect to a court proceeding initiated for a determination
of rights under such indemnification agreements and for certain
other matters.


Our amended and restated certificate of
incorporation provides that each person who was or is made a
party or is threatened to be made a party to, or is otherwise
involved in, any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact
that he or she is or was a director, officer, employee, agent,
trustee, committee member or representative of OdysseyRe (or is
or was serving at the request of OdysseyRe as a director,
officer, employee, agent, trustee, committee member or
representative of any other entity, including service with
respect to employee benefit plans) shall be indemnified and held
harmless by OdysseyRe, to the full extent permitted by Delaware
law, as in effect from time to time, against all expense,
liability and loss (including attorneys fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such person
acting in such capacity.

Our amended and restated certificate of
incorporation provides that the rights to indemnification and
the payment of expenses provided thereby shall not be exclusive
of any other right which any person may have or acquire under
any statute, any provision of our amended and restated
certificate of incorporation or our amended and restated
by-laws, agreement or otherwise. Any repeal or modification of
such indemnification provisions shall not adversely affect any
right or protection of a director or officer with respect to any
conduct of such director or officer occurring prior to such
repeal or modification.

Our amended and restated certificate of
incorporation provides that OdysseyRe will indemnify its
directors for monetary damages to OdysseyRe and its
securityholders for any breach of fiduciary duty, except for
liability (i) for any breach of the directors duty of
loyalty to our company or our securityholders, (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law
(relating to unlawful payment of dividend and unlawful stock
purchase and redemption) or (iv) for any transaction from
which the director derived an improper personal benefit.

In addition, OdysseyRe maintains liability
insurance for its directors and officers.

Item 16.     Exhibits

The exhibits to this registration statement are
listed in the exhibit index, which appears elsewhere herein and
is incorporated herein by reference.

Item 17.     Undertakings



|   |                                              
|-- | ---------------------------------------------
|a. | The undersigned registrant hereby undertakes:



| |     |                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------
| | (1) | to file, during any period in which offers or
    sales are being made, a post-effective amendment to this
    registration statement:



| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | to include any prospectus required by
    Section 10(a)(3) of the Securities Act of 1933;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (ii) | to reflect in the prospectus any facts or events
    arising after the effective date of the registration statement
    (or the most recent post-effective amendment thereof) which,
    individually or in the aggregate, represent a fundamental change
    in the information set forth in the registration statement.
    Notwithstanding the foregoing, any increase or decrease in
    volume of securities offered (if the total dollar value of
    securities offered would not exceed that which was registered)
    and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of
    prospectus filed with the Commission pursuant to
    Rule 424(b) if, in the aggregate, the changes in volume and
    price represent no more than a 20% change in the maximum
    aggregate offering price set forth in the Calculation of
    Registration Fee table in the effective registration
    statement; and

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##### Table of Contents





| |       |                                                                                                                                                                                                                          
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) | to include any material information with respect
    to the plan of distribution not previously disclosed in the
    registration statement or any material change to such
    information in the registration statement;



| |                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | provided, however, that paragraphs (a)(1)(i)
    and (a)(1)(ii) do not apply if the information required to be
    included in a post-effective amendment by those paragraphs is
    contained in periodic reports filed by the registrant pursuant
    to Section 13 or Section 15(d) of the Securities
    Exchange Act of 1934 that are incorporated by reference in the
    registration statement;



| |     |                                                                                                                                                                                                                                                                                                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | that, for the purposes of determining any
    liability under the Securities Act of 1933, each such
    post-effective amendment shall be deemed to be a new
    registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall
    be deemed to be the initial bona fide offering thereof; and
|
| | (3) | to remove from registration by means of a
    post-effective amendment any of the securities being registered
    which remain unsold at the termination of the offering.                                                                                                                                                                                     



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b. | The undersigned registrant hereby undertakes
    that, for purposes of determining any liability under the
    Securities Act of 1933, each filing of the registrants
    annual report pursuant to Section 13(a) or
    Section 15(d) of the Securities Exchange Act of 1934 that
    is incorporated by reference in the registration statement shall
    be deemed to be a new registration statement relating to the
    securities offered therein, and the offering of such securities
    at the time shall be deemed to be the initial bona fide offering
    thereof.
|  
|c. | Insofar as indemnification for liabilities
    arising under the Securities Act of 1933 may be permitted
    to directors, officers and controlling persons of the registrant
    pursuant to the foregoing provisions, or otherwise, the
    registrant has been advised that in the opinion of the
    Securities and Exchange Commission such indemnification is
    against public policy as expressed in the Securities Act of 1933
    and is, therefore, unenforceable.                                                                                                 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In the event that a claim for indemnification
    against such liabilities (other than the payment by the
    registrant of expenses incurred or paid by a director, officer
    or controlling person of the registrant in the successful
    defense of any action, suit or proceeding) is asserted by such
    director, officer or controlling person in connection with the
    securities being registered, the registrant will, unless in the
    opinion of its counsel the matter has been settled by
    controlling precedent, submit to a court of appropriate
    jurisdiction the question whether such indemnification by it is
    against public policy as expressed in the Act and will be
    governed by the final adjudication of such issue.



|   |                                                   
|-- | --------------------------------------------------
|d. | The undersigned registrant hereby undertakes that:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | for purposes of determining any liability under
    the Securities Act of 1933, the information omitted from the
    form of prospectus filed as part of this registration statement
    in reliance upon Rule 430A and contained in a form of
    prospectus filed by the registrant pursuant to
    Rule 424(b)(1) or (4) or 497(h) under the Securities Act of
    1933 shall be deemed to be a part of this registration statement
    as of the time it was declared effective; and
|
| | (2) | for the purpose of determining any liability
    under the Securities Act of 1933, each post-effective amendment
    that contains a form of prospectus shall be deemed to be a new
    registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall
    be deemed to be the initial bona fide offering thereof.                                                                                                       



|   |                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|e. | The undersigned registrant hereby undertakes to
    file an application for the purpose of determining the
    eligibility of the Trustee to act under subsection (a) of
    Section 310 of the Trust Indenture Act in accordance with
    the rules and regulations prescribed by the Commission under
    Section 305(b)(2) of the Act.

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##### Table of Contents






SIGNATURES




Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Amendment
No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City
of New York, State of New York.




| |  |                                                                                                               
| |  | --------------------------------------------------------------------------------------------------------------
| |  | ODYSSEY RE HOLDINGS CORP.                                                                                     
|
| |  | By: /s/  Andrew A.
    Barnard     Name:  Andrew A. Barnard
    Title:   President and Chief Executive Officer




Dated: October 5, 2004




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##### Table of Contents






Pursuant to the requirements of the Securities
Act of 1933, this Amendment No. 1 to the Registration
Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date
indicated.







|                                         |  |                                                                                                      |  |                 |  | 
|---------------------------------------- |  | ---------------------------------------------------------------------------------------------------- |  | --------------- |  | 
|                                         |  |                                                                                                      |  |                
|Signature                                |  | Title                                                                                                |  | Date           
|                                         |  |                                                                                                      |  |                
|                                        
|/s/ ANDREW A. BARNARDAndrew A. Barnard   |  | President, Chief Executive Officer and
    Director(Principal Executive Officer)                     |  | October 5, 2004
|                                        
|/s/ CHARLES D. TROIANOCharles D. Troiano |  | Executive Vice President and Chief Financial
    Officer(Principal Financial and Accounting Officer) |  | October 5, 2004
|                                        
|*V. Prem Watsa                           |  | Director                                                                                             |  | October 5, 2004
|                                        
|*James F. Dowd                           |  | Director                                                                                             |  | October 5, 2004
|                                        
|Frank B. Bennett                         |  | Director                                                                                             |  |                
|                                        
|*Robbert Hartog                          |  | Director                                                                                             |  | October 5, 2004
|                                        
|*Anthony F. Griffiths                    |  | Director                                                                                             |  | October 5, 2004
|                                        
|*Brandon W. Sweitzer                     |  | Director                                                                                             |  | October 5, 2004
|                                        
|Samuel A. Mitchell                       |  | Director                                                                                             |  |                
|                                        
|*By:                                     |  | /s/ CHARLES D. TROIANOAttorney-in-fact                                                               |  |                 |  | 




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##### Table of Contents



EXHIBIT INDEX




|            |   |             |  |                                                                                                                                                                                                                                                                                                                                                           
|----------- | - | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |   | Description
|            |   |            
|            | 1 | .1*         |  | Form of Underwriting Agreement for Debt
    Securities (incorporated by reference to Exhibit 1.1 of the
    registrants Registration Statement on Form S-3, filed
    on August 8, 2002, File No. 333-97819).                                                                                                                                            
|           
|            | 1 | .2*         |  | Form of Underwriting Agreement for Shares of
    Common Stock and/or Preferred Stock (incorporated by reference
    to Exhibit 1.2 of the registrants Registration
    Statement on Form S-3, filed on August 8, 2002, File
    No. 333-97819).                                                                                                          
|           
|            | 1 | .3         |  | Form of Underwriting Agreement for Warrants.                                                                                                                                                                                                                                                                                                              
|           
|            | 1 | .4         |  | Form of Underwriting Agreement for Stock Purchase
    Contracts.                                                                                                                                                                                                                                                                                          
|           
|            | 1 | .5         |  | Form of Underwriting Agreement for Units.                                                                                                                                                                                                                                                                                                                 
|           
|            | 4 | .1*         |  | Senior Debt Securities Indenture dated
    October 31, 2003 between Odyssey Re Holdings Corp. and The
    Bank of New York (incorporated by reference to Exhibit 4.1
    of the registrants Quarterly Report on Form 10-Q
    filed on November 3, 2003).                                                                                                
|           
|            | 4 | .2*         |  | Subordinated Debt Securities Indenture
    (incorporated by reference to Exhibit 4.2 of the
    registrants Registration Statement on Form S-3, filed
    on August 8, 2002, File No. 333-97819).                                                                                                                                                        
|           
|            | 4 | .3*         |  | Indenture dated June 18, 2002 between
    Odyssey Re Holdings Corp. and The Bank of New York
    regarding the 4.375% Convertible Senior Debentures due 2022
    (incorporated by reference to Exhibit 4.3 of the
    registrants Registration Statement on Form S-3, filed
    on August 8, 2002, File No. 333-97819).                                  
|           
|            | 4 | .4*         |  | Form of certificate representing Odyssey Re
    Holdings Corp. common stock (incorporated by reference to
    Exhibit 4.1 of Amendment No. 2 to OdysseyRes
    Registration Statement on Form S-1, filed on May 29,
    2001, File No. 333-57642).                                                                                                       
|           
|            | 4 | .5*         |  | Amended and Restated Certificate of Incorporation
    of Odyssey Re Holdings Corp. (incorporated by reference to
    Exhibit 3.1 of Amendment No. 1 to OdysseyRes
    Registration Statement on Form S-1, filed on May 4,
    2001, File No. 333-57642).                                                                                                 
|           
|            | 4 | .6*         |  | Amended and Restated Bylaws of Odyssey Re
    Holdings Corp. (incorporated by reference to Exhibit 3.3 of
    Amendment No. 1 to OdysseyRes Registration Statement
    on Form S-1, filed on May 4, 2001, File
    No. 333-57642).                                                                                                                       
|           
|            | 4 | .7*         |  | Registration Rights Agreement dated June 18,
    2002 between Odyssey Re Holdings Corp. and Banc of America
    Securities LLC regarding the 4.375% Convertible Senior
    Debentures due 2022 (incorporated by reference to
    Exhibit 4.7 of the registrants Registration Statement
    on Form S-3, filed on August 8, 2002, File
    No. 333-97819).
|           
|            | 4 | .8         |  | Form of Warrant Agreement, including the form of
    Warrant.                                                                                                                                                                                                                                                                                             
|           
|            | 4 | .9         |  | Form of Stock Purchase Contract Agreement,
    including the form of Security Certificate.                                                                                                                                                                                                                                                                
|           
|            | 4 | .10        |  | Form of Unit Agreement, including the form of
    Unit Certificate.                                                                                                                                                                                                                                                                                       
|           
|            | 4 | .11*        |  | Form of Senior Debt Security (included in
    Exhibit 4.1).                                                                                                                                                                                                                                                                                               
|           
|            | 4 | .12*        |  | Form of Subordinated Debt Security (included in
    Exhibit 4.2).                                                                                                                                                                                                                                                                                         
|           
|            | 4 | .13*        |  | Form of 4.375% Convertible Senior Debenture due
    2022 (included in Exhibit 4.3).                                                                                                                                                                                                                                                                       
|           
|            | 4 | .14*        |  | Registration Rights Agreement dated as of
    June 19, 2001 among Odyssey Re Holdings Corp., TIG
    Insurance Company and ORH Holdings Inc. (incorporated by
    reference to Exhibit 10.10 of OdysseyRes Annual
    Report on Form 10-K filed on March 6, 2002).                                                                                       
|           
|            | 4 | .15*        |  | Global Security dated October 31, 2003
    representing $150,000,000 aggregate principal amount of 7.65%
    Senior Notes due 2013 (incorporated by reference to
    Exhibit 4.2 of the registrants Quarterly Report on
    Form 10-Q filed on November 3, 2003).                                                                                        




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##### Table of Contents






|            |    |             |  |                                                                                                                                                                                                                                                                                                                                 
|----------- | -- | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |    | Description
|            |    |            
|           
|            | 4  | .16*        |  | Global Security dated November 18, 2003
    representing $75,000,000 aggregate principal amount of 7.65%
    Senior Notes due 2013 (incorporated by reference to
    Exhibit 4.6 of the registrants Annual Report on
    Form 10-K filed on February 17, 2004).                                                                
|           
|            | 5  | .1          |  | Opinion of Donald L. Smith, Senior Vice
    President, General Counsel and Corporate Secretary of Odyssey Re
    Holdings Corp.                                                                                                                                                                                                 
|           
|            | 12 | .1          |  | Statement Regarding Computation of Ratios of
    Earnings to Fixed Charges.                                                                                                                                                                                                                                                     
|           
|            | 23 | .1          |  | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                                                                          
|           
|            | 23 | .2          |  | Consent of Donald L. Smith (included in
    Exhibit 5.1).                                                                                                                                                                                                                                                                       
|           
|            | 24 | .1*         |  | Power of Attorney.                                                                                                                                                                                                                                                                                                              
|           
|            | 25 | .1*         |  | Statement of Eligibility and Qualification of
    Trustee on Form T-1 of The Bank of New York to act as
    trustee under the Senior Debt Securities Indenture (incorporated
    by reference to Exhibit 25.1 of the registrants
    Registration Statement on Form S-3, filed on August 8,
    2002, File No. 33-97819).      
|           
|            | 25 | .2*         |  | Statement of Eligibility and Qualification of
    Trustee on Form T-1 of The Bank of New York to act as
    trustee under the Subordinated Debt Securities Indenture
    (incorporated by reference to Exhibit 25.2 of the
    registrants Registration Statement on Form S-3, filed
    on August 8, 2002, File No. 33-97819).






---






|  |                  
|- | -----------------
|* | Previously filed.






|  |                                                                                                                                                                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | To be filed, if necessary, subsequent to the
    effectiveness of this registration statement by an amendment to
    this registration statement or incorporated by reference
    pursuant to a Current Report on Form 8-K in connection with
    the offering of securities.

II-7