S-3MEF

As filed with the Securities and Exchange Commission on April 23, 2003

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

Under

The Securities Act of 1933

EVEREST RE GROUP, LTD.

(Exact name of registrant as specified in its charter)

Bermuda	N/A
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

c/o ABG Financial & Management Services Inc.

Parker House

Wildey Business Park, Wildey Road

St. Michael, Barbados

(246) 228-7398

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Stephen L. Limauro

Everest Global Services, Inc.

477 Martinsville Road

P.O. Box 830

Liberty Corner, New Jersey 07938-0830

(908) 604-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

EVEREST REINSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	22-3263609
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

477 Martinsville Road

P.O. Box 830

Liberty Corner, New Jersey 07938-0830

(908) 604-3000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Stephen L. Limauro

477 Martinsville Road

P.O. Box 830

Liberty Corner, New Jersey 07938-0830

(908) 604-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

EVEREST RE CAPITAL TRUST

(Exact name of registrant as specified in its charter)

Delaware	04-6985684
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

c/o Everest Reinsurance Holdings, Inc.

477 Martinsville Road

P.O. Box 830

Liberty Corner, New Jersey 07938-0830

(908) 604-3000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Stephen L. Limauro

477 Martinsville Road

P.O. Box 830

Liberty Corner, New Jersey 07938-0830

(908) 604-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)]

Copies to:

Carol S. Rivers, Esq. Mayer, Brown & Platt 190 South LaSalle Street Chicago, Illinois 60603-3441 (312) 782-0600 Joseph A. Gervasi Everest Reinsurance Holdings, Inc. 477 Martinsville Road P.O. Box 830 Liberty Corner, New Jersey 07938-0830 (908) 604-3000

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

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

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-97367

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

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

Title of Each Class of Securities to be Registered (1)	Amount to be Registered (1)(2)	Proposed maximum aggregate offering price (2)(3)	Amount of registration fee
Everest Group Common Shares (4)
Everest Group Preferred Shares (5)
Everest Group Debt Securities
Everest Holdings Debt Securities
Everest Group Warrants
Everest Holdings Warrants
Share Purchase Contracts

Share Purchase Units (6)
Everest Re Capital Trust Preferred Securities
Guarantee of Everest Holdings Debt Securities (7)
Guarantees of Preferred Securities of Everest Capital Trust (7)
Total	$	53,000,000	$	53,000,000	$	4,288

(1) The registered securities may be sold separately, together or as units with other offered securities and include an indeterminate number or amount of common shares, preferred shares, debt securities, warrants, share purchase contracts and share purchase units of Everest Re Group, debt securities of Everest Holdings and preferred securities of Everest Capital Trust as may from time to time be issued at indeterminate prices, in U.S. Dollars.

(2) Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, the amount of securities being registered hereunder represents no more than 20% of the registered securities not previously sold by the registrants pursuant to Registration Statement No. 333-97367. A total of $475,000,000 of securities were registered under Registration Statement No. 333-97367, of which $265,000,000 remain unsold as of the date hereof. In no event will the aggregate maximum offering price of all securities issued by the registrants pursuant to this Registration Statement and Registration Statement No. 333-97367 exceed $528,000,000, or if any debt securities are issued with original issue discount, such greater amount as shall result in an aggregate maximum offering price not to exceed $528,000,000.

(3) Estimated solely for the purpose of calculating the registration fee, which is calculated in accordance with Rule 457(o) of the rules and regulations under the Securities Act of 1933. Rule 457(o) permits the registration fee to be calculated on the basis of the maximum offering price of all the securities listed. The table does not specify by each class information as to the amount to be registered, proposed maximum offering price per unit or proposed maximum aggregate offering price. Unless otherwise indicated in an amendment to this filing, no separate consideration will be received for common shares, preferred shares or debt securities that are issued by the registrants upon conversion, exchange or exercise of debt securities, preferred shares, warrants, share purchase contracts or share purchase units registered under this registration statement.

(4) Also includes such presently indeterminate number of common shares as may be issued by Everest Re Group (a) upon conversion of or exchange for any debt securities or preferred shares that provide for conversion or exchange into common shares, (b) upon exercise of warrants to purchase common shares or (c) pursuant to share purchase contracts.

(5) Also includes such presently indeterminate number of preferred shares as may be issued by Everest Re Group (a) upon conversion of or exchange for any debt securities that provide for conversion or exchange into preferred shares, (b) upon exercise of warrants to purchase preferred shares or (c) pursuant to share purchase contracts.

(6) Each share purchase unit consists of (a) a share purchase contract under which the holder, upon settlement, will purchase an indeterminate number of common shares or preferred shares and (b) a beneficial interest in debt securities, preferred securities or debt obligations of third parties purchased with the proceeds from the sale of the share purchase units. Each beneficial interest will be pledged to secure the obligation of the holder to purchase the common shares or preferred shares. No separate consideration will be received for the share purchase contract or the related beneficial interests.

(7) The guarantees include the rights of holders of the preferred securities under the guarantees of Everest Group and Everest Holdings, the debt securities guarantee of Everest Group, the obligations of Everest Holdings under a junior subordinated indenture, any supplemental indentures thereto, under the trust agreement, as amended, and under the expense agreement to be responsible for specified costs, expenses, debt and liabilities of Everest Capital Trust, all as described in this Registration Statement. No separate consideration will be received for any of these guarantees.

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 that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction IV of Form S-3 promulgated thereunder. The contents of the Registration Statement on Form S-3 (File No. 333-97367), including the exhibits thereto, which was initially filed by Everest Re Group, Ltd., Everest Reinsurance Holdings, Inc. and Everest Re Capital Trust with the Securities and Exchange Commission (the “Commission”) on July 30, 2002, which was subsequently amended on September 16, 2002 and September 24, 2002, and which was declared effective by the Commission on September 26, 2002, are incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Everest Re Group, Ltd. 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 23rd day of April, 2003.

EVEREST RE GROUP, LTD.
By:	/s/    STEPHEN L. LIMAURO
	Stephen L. Limauro Executive Vice President and Chief Financial Officer

Each person whose signature appears below constitutes and appoints each of Joseph V. Taranto, Stephen L. Limauro and Joseph A. Gervasi such person’s true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, to sign any and all amendments (including post-effective amendments) to this Registration Statement and all other documents in connection therewith, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 23rd day of April, 2003.

Signature	Title
/s/    JOSEPH V. TARANTO         Joseph V. Taranto	Chairman and Chief Executive Officer and Director (Principal Executive Officer and Authorized U.S. Representative)
/s/    STEPHEN L. LIMAURO         Stephen L. Limauro	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/    MARTIN ABRAHAMS         Martin Abrahams	Director
/s/    KENNETH J. DUFFY         Kenneth J. Duffy	Director
/s/    JOHN R. DUNNE         John R. Dunne	Director
/s/    THOMAS J. GALLAGHER         Thomas J. Gallagher	President and Chief Operating Officer and Director
/s/    WILLIAM F. GALTNEY, JR.         William F. Galtney, Jr.	Director
/s/    KEITH T. SHOEMAKER         Keith T. Shoemaker	Comptroller(Principal Accounting Officer)

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Everest Reinsurance Holdings, Inc. 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Liberty Corner, and State of New Jersey, on the 23rd day of April, 2003.

EVEREST REINSURANCE HOLDINGS, INC.
By:	/s/    STEPHEN L. LIMAURO
	Stephen L. Limauro Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Joseph V. Taranto, Stephen L. Limauro and Joseph A. Gervasi such person’s true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, to sign any and all amendments (including post-effective amendments) to this Registration Statement and all other documents in connection therewith, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 23rd day of April, 2003.

Signature	Title
/s/    JOSEPH V. TARANTO         Joseph V. Taranto	Chairman and Chief Executive Officer and Director (Principal Executive Officer and Authorized U.S. Representative)
/s/    STEPHEN L. LIMAURO         Stephen L. Limauro	Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)
/s/    THOMAS J. GALLAGHER         Thomas J. Gallagher	President and Chief Operating Officer and Director
/s/    KEITH T. SHOEMAKER         Keith T. Shoemaker	Comptroller (Principal Accounting Officer)

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Everest Re Capital Trust 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Liberty Corner, and State of New Jersey, on the 23rd day of April, 2003.

EVEREST RE CAPITAL TRUST
By:	Everest Reinsurance Holdings, Inc., as Depositor
By:	/s/    STEPHEN L. LIMAURO
	Stephen L. Limauro Executive Vice President and Chief Financial Officer

II-4

EXHIBIT INDEX

5.1	Opinion of Mayer, Brown, Rowe & Maw, counsel for Everest Holdings and Everest Capital Trust, as to the validity of the debt securities and preferred securities guarantee of Everest Holdings.
5.2	Opinion of Conyers Dill & Pearman, special Bermuda counsel for Everest Group, as to the validity of the common shares, preferred shares, debt securities, warrants, share purchase contracts, share purchase units, debt securities guarantees and preferred securities guarantee of Everest Group.
23.1	Consent of PricewaterhouseCoopers LLP for Everest Group.
23.2	Consent of PricewaterhouseCoopers LLP for Everest Holdings.
23.3	Consent of Mayer, Brown, Rowe & Maw (included in Exhibit 5.1).
23.4	Consent of Conyers Dill & Pearman (included in Exhibit 5.2).
24.1	Powers of Attorney (included on the signature pages).

II-5

EX-5.1

Exhibit 5.1

April 23, 2003

Everest Reinsurance Holdings, Inc.

477 Martinsville Road

P.O. Box 830

Liberty Corner, New Jersey 07938

Everest Re Capital Trust

c/o Everest Reinsurance Holdings, Inc.

477 Martinsville Road

P.O. Box 830

Liberty Corner, New Jersey 07938

Re:    Everest Reinsurance Holdings, Inc.

          Everest Re Capital Trust

          Registration Statement on Form S-3

Dear Ladies/Gentlemen:

We have represented Everest Reinsurance Holdings, Inc., a Delaware corporation (“Everest Holdings”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to Section 462(b) of the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-3 (the “Registration Statement”) relating to debt securities (the “Debt Securities”) and warrants (the “Warrants”) of Everest Holdings. We have also represented Everest Re Capital Trust, a Delaware business trust (the “Trust”), in connection with the preparation and filing with the Commission pursuant to Section 462(b) of the Securities Act of the Registration Statement relating to preferred securities of the Trust (the “Preferred Securities”), which will be guaranteed by Everest Holdings (the “Guaranty”).

In rendering the opinions expressed herein, we have examined and relied upon such documents, corporate records, certificates of public officials and certificates as to factual matters executed by officers of Everest Holdings as we have deemed necessary or appropriate. We have assumed the authenticity, accuracy and completeness of all documents, records and certificates submitted to us as originals, the conformity to the originals of all documents, records and certificates submitted to us as copies and the authenticity, accuracy and completeness of the originals of all documents, records and certificates submitted to us as copies. We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered.

Based upon and subject to the foregoing, we are of the opinion that:

(i) The Debt Securities have been duly authorized for issuance by Everest Holdings and, when duly executed and delivered and authenticated in accordance with the indenture under which they are issued and when payment therefor is received, will constitute valid and legally binding obligations of Everest Holdings, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforceability of creditors’ rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(ii) The Warrants have been duly authorized for issuance by Everest Holdings and, when duly executed and delivered and when payment therefor is received, will constitute valid and legally binding obligations of Everest Holdings, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting then enforceability of creditors’ rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and

(iii) The Guaranty has been duly authorized for issuance by Everest Holdings and, when duly executed and delivered, and when the Preferred Securities are duly executed, delivered and payment therefor is received, will constitute valid and legally binding obligations of Everest Holdings, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforceability of creditors’ rights generally and to court decisions with respect thereto and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

We are admitted to practice law in the State of Illinois and we express no opinions as to matters under or involving any laws other than the laws of the State of Illinois, the federal laws of the United States of America and the laws of the State of Delaware.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” incorporated by reference in the Registration Statement.

Very truly yours,

MAYER, BROWN, ROWE & MAW

EX-5.2

Exhibit 5.2

23 April, 2002
Everest Re Group, Ltd. 477 Martinsville Road P.O. Box 830 Liberty Corner, New Jersey 07938-0830 USA	Direct Line:  441 299 4943 E-MAIL:      ajdickson@cdp.bm OUR REF:    AJD/67783

Dear Sirs

Everest Re Group, Ltd. (the “Company”)

We have acted as special legal counsel in Bermuda to the Company in connection with the filing by the Company with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) of a registration statement on Form S-3 to which this is an exhibit (the “Registration Statement”) in relation to the shelf registration of the Company’s common shares (“Common Shares”), preferred shares (“Preferred Shares”), debt securities (“Debt Securities”), warrants to purchase Common Shares or Preferred Shares or Debt Securities (“Warrants”), share purchase contracts (“Contracts”), share purchase units (“Units”) of the Company (collectively the Common Shares, Preferred Shares, Debt Securities, Warrants, Contracts and Units the “Securities”), guaranty of Everest Reinsurance Holdings, Inc. (“Holdings”) debt securities (“Holdings Guarantee”), and guaranty of Holdings’ guaranty of Everest Re Capital Trust’s preferred securities (such guarantees, together with the Holdings Guarantee, the “Guarantees”).

For the purposes of giving this opinion, we have examined an electronic copy of the original Registration Statement (excluding the Exhibits and the documents incorporated by reference therein).

We have also reviewed and have relied upon the memorandum of association and the bye-laws of the Company, minutes of a meeting of the Company’s board of directors (referred to herein as the “Minutes”) held on 6 November, 2001, 26 February, 2002 and 17 April, 2002 (together, the “Meeting”), correspondence on behalf of the Company with the Bermuda Monetary Authority (the “BMA”) whereby the BMA has granted certain permissions, inter alia, for the issue (and subsequent transfer) of the Securities and of the Guarantees (subject to conditions expressed in such correspondence), and such other documents and made such enquiries as to questions of Bermuda law as we have deemed necessary in order to render the opinions set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and

Everest Re Group, Ltd.

23 April, 2002

Page 2

completeness of the originals from which such copies were taken, (b) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (c) that the Company will issue the Securities and the Guarantees in furtherance of its objects as set out in its memorandum of association, (d) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (e) that the resolutions set out in the Minutes remain in full force and effect and have not been rescinded or amended, (f) the approval of the issue by the Company of any Securities or Guarantees will be made at a duly convened and quorate meeting of the Pricing Committee of the Board of Directors of the Company, which was established by the Company’s Board of Directors at the Meeting, (g) the Company will receive money or money’s worth for each of the Securities when issued of not less than the par value thereof, (h) the Company will have sufficient authorised capital to effect the issue of each of the Common Shares and Preferred Shares when issued, either as a principal issue, or on the exercise of a Warrant, a Contract or a Unit, (i) the Company will comply, to the extent applicable, with the requirements of Part III of the Companies Act 1981, as amended, entitled “Prospectuses and Public Offers”, and (j) at the time of issue of any Securities, or any Guarantees, the BMA will not have revoked or amended its consent to the issue of the Securities or of the Guarantees.

“Non-assessability” is not a legal concept under Bermuda law, but when we describe the Common Shares and the Preferred Shares as being “non-assessable” herein we mean, subject to any contrary provision in any agreement between the Company and any one of its members holding any such shares (but only with respect to such member), that no further sums are payable with respect to the issue of such shares and no member shall be bound by an alteration in the Memorandum of Association or the Bye-laws of the Company after the date upon which it became a member if and so far as the alteration requires such member to take or subscribe for additional Common Shares or Preferred Shares or in any way increases its liability to contribute to the share capital of, or otherwise pay money to, the Company.

Upon the issuance of any of the Securities described in opinion paragraphs 3-6 below, or of any Guarantees, the Company’s obligations thereunder and under any indenture relating thereto (a) will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganization, amalgamation, moratorium or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors, (b) will be subject to statutory limitation of the time within which proceedings may be brought, (c) will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available, (d) may not be given effect to by a Bermuda court if and to the extent they constitute the payment of an amount which is in the nature of a penalty and not in the nature of liquidated damages. Notwithstanding any contractual submission to the jurisdiction of specific courts, a Bermuda court has inherent discretion to stay or allow proceedings in the Bermuda courts.

Everest Re Group, Ltd.

23 April, 2002

Page 3

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any matter other than the issue of the Securities and the Guarantees, as described in the Registration Statement.

On the basis of and subject to the foregoing, we are of the opinion that:

1. The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority or to pay any Bermuda government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).

2. Upon due authorization by the Company of the Common Shares and the Preferred Shares for issuance as contemplated by the Registration Statement and the issuance and delivery of Common Shares or Preferred Shares by the Company for payment in accordance with the terms of issuance of such Common Shares or Preferred Shares in an amount at least equal to the par value (if any) of such shares, such shares will be validly issued and will be fully paid and non-assessable.

3. The Debt Securities have been duly authorized for issuance by the Company and, when such securities are duly executed and delivered and authenticated in accordance with the indenture under which they are issued and when payment therefor is received, will constitute valid and binding obligations of the Company in accordance with the terms thereof.

4. The Warrants have been duly authorized for issuance by the Company and, when duly executed and delivered as described in the Registration Statement and when payment therefor is received, will constitute valid and binding obligations of the Company in accordance with the terms thereof.

5. The Contracts have been duly authorized for issuance by the Company and, when duly executed and delivered as described in the Registration Statement and when payment therefor is received, will constitute valid and binding obligations of the Company in accordance with the terms thereof.

6. The Units have been duly authorized for issuance by the Company and, when duly executed and delivered as described in the Registration Statement and when payment therefor is received, will constitute valid and binding obligations of the Company in accordance with the terms thereof.

Everest Re Group, Ltd.

23 April, 2002

Page 4

7. The Guarantees have been duly authorized for issuance by the Company and, when duly executed and delivered as described in the Registration Statement and when payment therefor is received, will constitute valid and binding obligations of the Company in accordance with the terms thereof.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to our Firm under the headings entitled “Description of Capital Stock”, “Legal Matters” and “Enforcement of Civil Liabilities” in the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under the Securities Act.

Yours faithfully

CONYERS DILL & PEARMAN

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Everest Re Group, Ltd. of our report dated February 6, 2003 relating to the financial statements and financial statement schedules, which appears in Everest Re Group, Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2002.

PricewaterhouseCoopers LLP

New York, New York

April 23, 2003

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Everest Reinsurance Holdings, Inc. of our report dated February 6, 2003 relating to the financial statements and financial statement schedules, which appears in Everest Reinsurance Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2002.

PricewaterhouseCoopers LLP

New York, New York

April 23, 2003