S-3MEF

As filed with the Securities and Exchange Commission on August 9, 2004

File No. 333-                            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

MARKEL CORPORATION	MARKEL CAPITAL TRUST II
(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its certificate of trust)

VIRGINIA	DELAWARE
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)

54-1959284	To be applied for
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)

4521 Highwoods Parkway, Glen Allen, VA 23060-6148

(804) 747-0136

(Address including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

Gregory B. Nevers, Senior Vice President and General Counsel

Markel Corporation

4521 Highwoods Parkway, Glen Allen, VA 23060-6148

(804) 747-0136

(Name, address, including zip code, and telephone number, including area code,

of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable 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, 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 Reg. No. 333-71952

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. ¨

CALCULATION OF REGISTRATION FEE(1)

Title of each class of securities to be registered	Amount to be registered		Proposed maximum aggregate offering price(1)		Amount of registration fee
Debt securities	$	20,000,000	$	20,000,000	$	2,534

(1) Estimated in accordance with Rule 457 solely for the purpose of calculating the registration fee.

The registration statement shall become effective in accordance with Rule 462(b) under the Securities Act of 1933.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This registration statement is being filed with the Securities and Exchange Commission pursuant to Rule 462(b) and General Instruction IV to Form S-3, both as promulgated under the Securities Act of 1933. This registration statement relates to the public offering of the Registrants’ securities contemplated by the Registration Statement (No. 333-71952) on Form S-3 (the “Prior Registration Statement”). This registration statement is being filed for the sole purpose of increasing the amount of securities to be sold by $20,000,000. The contents of the Prior Registration Statement are hereby incorporated by reference.

ITEM 16. EXHIBITS

All exhibits filed with or incorporated by reference in Registration Statement No. 333-71952 are incorporated by reference into, and shall be deemed to be a part of, this registration statement, except the following, which are filed herewith.

EXHIBIT NUMBER	DESCRIPTION OF EXHIBIT
5.1	Opinion of McGuireWoods LLP, counsel to Markel Corporation with respect to legality of securities.
23.1	Consent of McGuireWoods LLP (contained in Exhibit 5.1).
23.2	Consent of KPMG LLP.
24.1	Powers of Attorney

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Markel Corporation 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 County of Henrico, the Commonwealth of Virginia, on the 9^th day of August, 2004.

MARKEL CORPORATION
By	/S/ DARRELL D. MARTIN
Darrell D. Martin Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on the 9^th day of August, 2004

/s/ Alan I. Kirshner

Alan I. Kirshner, Director

(Chief Executive Officer)

*

Anthony F. Markel, President, Director

*

Steven A. Markel, Vice-Chairman, Director

/s/ Darrell D. Martin

Darrell D. Martin, Executive

Vice President and Chief Financial Officer

(Principal Financial Officer, Principal

Accounting Officer)

Douglas C. Eby, Director

*

Leslie A. Grandis, Director

Stewart M. Kasen, Director

Jay M. Weinberg, Director

*By:	/s/Gregory B. Nevers
	Gregory B. Nevers Attorney-in-fact

Pursuant to the requirements of the Securities Act of 1933, Markel Capital Trust II has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, the Commonwealth of Virginia, on the 9^th day of August, 2004.

MARKEL CAPITAL TRUST II By:    Markel Corporation, as Sponsor
By	/s/Darrell D. Martin
	Darrell D. Martin Executive Vice President and Chief Financial Officer

EX-5.1

Exhibit 5.1

Opinion of McGuireWoods LLP

[Letterhead of McGuireWoods LLP]

August 9, 2004

Board of Directors

Markel Corporation

4521 Highwoods Parkway

Glen Allen, Virginia 23060-6148

Ladies and Gentlemen:

Reference is made to your Registration Statement on Form S-3 being filed with the Securities and Exchange Commission (the “Registration Statement”) in connection with the registration of up to U.S. $20,000,000 aggregate principal amount of certain Debt Securities (the “Securities”) under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the offering of the Securities, you have requested our opinion with respect to the matters set forth herein.

We have examined such corporate records, certificates and other documents, and reviewed such questions of law, as we have considered necessary or appropriate for the purpose of this opinion.

On the basis of such examination and review, we advise you that, in our opinion, when the terms of any class or series of the Securities of which Markel Corporation (the “Company”) is the issuer have been authorized by appropriate action of the Company and have been issued and sold as described in the Registration Statement, as it may be amended, and the prospectus, the applicable prospectus supplement and any underwriting or similar sales or distribution agreement and when such Securities have been duly executed, authenticated and delivered in accordance with the applicable indenture or supplemental indenture, then the Securities of which the Company is the issuer will be legally issued and will be validly authorized and issued and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to references to us under the heading “Legal Matters” in the prospectus that is part of the Registration Statement, and in any supplements thereto. We do not admit by giving this consent that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ McGuireWoods LLP

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Markel Corporation:

We consent to the incorporation by reference in this registration statement on Form S-3 of Markel Corporation of our report dated January 28, 2004, with respect to the consolidated balance sheets of Markel Corporation and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2003, which report appears in the December 31, 2003 annual report on Form 10-K of Markel Corporation. Our report refers to a change in accounting for goodwill in 2002. We also consent to the reference to our firm under the heading “Experts” in the prospectus.

(signed) KPMG LLP

Richmond, Virginia

August 9, 2004

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

The undersigned hereby appoints Darrell D. Martin or Gregory B. Nevers (each with full power to act alone), as his true and lawful attorneys-in-fact, and grants unto said attorneys the authority in his name and on his behalf to execute and file (individually and in the capacity stated below) any documents relating to the registration by Markel Corporation (the “Company”) of securities of the Company in connection with the Company’s filing of a Registration Statement on Form S-3 and any and all amendments or supplements thereto, including without limitation any registration statement registering additional securities under Rule 462(b), in each case with all exhibits and documents required to be filed in connection therewith. The undersigned further grants unto said attorneys, and each of them, full power and authority to perform each and every act necessary in order to accomplish the foregoing registration as fully as he himself might do.

IN WITNESS WHEREOF, the undersigned has signed this power of attorney this 9^th day of August, 2004.

/s/Alan I. Kirshner

Alan I. Kirshner, Director

(Chief Executive Officer)

/s/Anthony F. Markel

Anthony F. Markel, President, Director

/s/Steven A. Markel

Steven A. Markel, Vice-Chairman, Director

/s/Darrell D. Martin

Darrell D. Martin, Executive

Vice President and Chief Financial Officer

(Principal Financial Officer, Principal

Accounting Officer)

Douglas C. Eby, Directori

/s/Leslie A. Grandis

Leslie A. Grandis, Director

Stewart M. Kasen, Director

Jay M. Weinberg, Director