S-8

As filed with the Securities and Exchange Commission on 
October 3, 1996
Registration No. -
         

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________

General Re Corporation
(Exact name of Registrant as specified in its charter)

Delaware
6719
06-1026471

(State or other jurisdiction of incor-
poration or organization)
(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer Identification No.)


695 East Main Street
Stamford, Connecticut 06904
(203) 328-5000
(Address, including zip code, and telephone number, including
 area code, of Registrant's principal executive offices)

NATIONAL RE HOLDINGS CORP. 1991 STOCK INCENTIVE PLAN 

NATIONAL RE CORPORATION 1995 STOCK INCENTIVE PLAN
(Full titles of the plans)

	Charles F. Barr, Esq.
	Vice President, General Counsel and Secretary
	General Re Corporation
	695 East Main Street
	Stamford, Connecticut  06904
	(203) 328-5000
(Name, address, including zip code, and telephone number, 
including area code, of agent for service)

Copies of all communications to:
James C. Freund, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York  10022
(212) 735-3000

			CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered (1)
Common Stock, $.50 par value per share

Amount to be Registered (2)
450,000 shares

Proposed Maximum Offering Price Per Share(3)
$142.25

Proposed Maximum Aggregate Offering Price (3)
$64,012,500

Amount of Registration Fee
$19,398




(1)	This Registration Statement also pertains to the associated 
preferred stock purchase rights issued pursuant to a Rights 
Agreement, dated as of September 11, 1991, between the 
Registrant and The Bank of New York, as Rights Agent.  
(2)	Plus an indeterminate number of additional shares which 
may be offered and issued to prevent dilution resulting from stock 
splits, stock dividends or similar transactions.
(3)	Estimated solely for the purpose of computing the 
registration fee and computed in accordance with Rule 457(c) 
under the Securities Act of 1933, as amended.



	Part II

	INFORMATION REQUIRED IN THE REGISTRATION 
STATEMENT



INTRODUCTORY STATEMENT

	Pursuant to the consummation of the transactions 
contemplated by the Agreement and Plan of Merger, dated as of 
July 1, 1996, by and among General Re Corporation, a Delaware 
corporation ("General Re" or the "Company"), N Acquisition 
Corporation, a Delaware corporation and a wholly-owned 
subsidiary of General Re ("N Acquisition"), and National Re 
Corporation, a Delaware corporation ("National Re"), National 
Re will be merged with and into N Acquisition.  In connection 
with the Merger, General Re will assume the obligations under 
the National Re Holdings Corp. 1991 Stock Incentive Plan 
and the National Re Corporation 1995 Stock Incentive Plan.

Item 3.		Incorporation of Certain Documents by Reference.

	The following documents previously filed with the Securities
and Exchange Commission (the "Commission") by General Re 
(Commission file number 1-8026) pursuant to the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"), are 
incorporated by reference in this Registration Statement:

		(1)	General Re's Annual Report on Form 10-K 
for the fiscal year ended December 31, 1995;

		(2)	General Re's 1996 Proxy Statement;

		(3)	General Re's Quarterly Reports on Form 10-Q
for the quarterly periods ended March 31, 1996 and June 30, 1996;

		(4)	General Re's Current Report on Form 8-K, 
dated July 19, 1996;

		(5)	The description of capital stock of General 
Re, including General Re Common Stock and General Re Preferred 
Stock Purchase Rights, that is contained in General Re's Form 8-A, 
dated October 3, 1980, and General Re's Form 8-A, dated 
September 18, 1991, filed under the Exchange Act, including all 
amendments or reports filed for purpose of updating such 
description;

		(6)	General Re's Registration Statement on 
Form S-4, filed with the Commission on August 23, 1996 
(Registration No. 333-10731), as amended by Pre-Effective 
Amendment No. 1, dated August 27, 1996; and 

		(7)	All other documents filed by General Re 
pursuant to Section 13(a) or 15(d) of the Exchange Act since 
December 31, 1995.

		All documents subsequently filed by General Re 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
Act after the date of this Registration Statement and, prior to the 
filing of a post-effective amendment that indicates that the 
securities offered hereby have been sold or which deregisters the
securities offered hereby then remaining unsold, shall be deemed 
to be incorporated by reference in this Registration Statement 
and to be a part hereof commencing on the respective dates on 
which such documents are filed.  Any statement contained herein 
or in a document incorporated or deemed to be incorporated by 
reference herein shall be deemed to be modified or superseded 
for purposes hereof or of the related prospectus to the extent 
that a statement contained herein or in any other subsequently 
filed document which is also incorporated or deemed to be 
incorporated herein modifies or superseded such statement.  
Any such statement so modified or superseded shall not be 
deemed, except as so modified or superseded, to constitute 
a part of this Registration Statement.

		Certain information contained in this Registration 
Statement summarizes, is based upon or refers to information 
contained in one or more exhibits to this Registration Statement.  
Accordingly, the information contained herein is qualified in its 
entirety by reference to such documents and should be read in 
conjunction therewith.

Item 4.		Description of Securities.

		Not applicable.  

Item 5.		Interests of Named Experts and Counsel.

		The validity of the General Re Common Stock 
offered hereby and certain legal matters with respect to the 
General Re Common Stock will be passed upon for General Re 
by Charles F. Barr, Esq., Vice President, General Counsel and 
Secretary of General Re.  Mr. Barr is an officer of General Re 
and beneficially owns 1,528 shares of General Re Common Stock 
and 129 shares of General Re Series A ESOP Convertible 
Preferred Stock.

		The consolidated financial statements and schedules
of General Re as of December 31, 1995 and 1994 and for each of 
the three years in the period ended December 31, 1995, 
incorporated herein by reference from the General Re Annual 
Report on Form 10-K for the fiscal year ended December 31, 1995,
have been incorporated by reference herein in reliance on the report
of Coopers & Lybrand L.L.P., independent accountants, given on 
the authority of that firm as experts in accounting and auditing.

Item 6.		Indemnification of Directors and Officers.

		Subsection (a) of Section 145 of the DGCL 
empowers a corporation to 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.

		Subsection (b) of Section 145 of the DGCL 
empowers a corporation to indemnify any person 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 by reason of the fact that he acted 
in any of the capacities set forth above, against expenses (including
attorneys' fees) actually and reasonably incurred by him in 
connection with the defense or settlement of such action or suit if 
he acted under similar standards, except that no indemnification 
may be made in respect to 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 Court of Chancery or the 
court in which action or suit was brought shall determine upon 
applicable that, despite the adjudication of liability but in view of 
all the circumstances of the case, such person is fairly and 
reasonably entitled to indemnification for such expenses which 
the Court of Chancery or such other court shall deem proper.

		Section 145 of the DGCL further provides that to 
the extent that a director or officer of a corporation has been 
successful on the merits or otherwise in defense of any action, 
suit or proceeding referred to in subsections (a) and (b) of Section 
145, or in the defense of any claim, issue or matter therein, he shall 
be indemnified against expenses (including attorneys' fees) actually 
and reasonably incurred by him in connection therewith; that 
indemnification provided by, or granted pursuant to, Section 
145 shall not be deemed exclusive of any other rights to which 
those seeking indemnification may be entitled; and empowers the 
corporation to purchase and maintain insurance on behalf of any 
person who is or was serving at the request of the corporation as 
a director, officer, employee or agent of any corporation, 
partnership, joint venture, trust or other enterprise, against 
any liability asserted against him and incurred by him in any 
such capacity, or arising out of his status as such, whether or 
not the corporation would have the power to indemnify him 
against such liabilities under Section 145 of the DGCL.

		Article V of the General Re By-laws provides, in 
detail, for the indemnification of directors, officers and employees 
of General Re to the fullest extent permitted under Section 145 of 
the DGCL.

		As permitted by the DGCL, the General Re 
Certificate contains a provision limiting the liability of directors 
for breach of fiduciary duty to General Re or its stockholders 
except for liability (i) for breach of the director's duty of loyalty 
to General Re or its stockholders, (ii) for acts or omissions not 
in good faith or which involve intentional misconduct or knowing 
violation of law, (iii) under Section 174 of the DGCL or (iv) for 
any transaction from which the director derived an improper 
personal benefit.

		General Re carries policies of insurance which 
cover the individual directors and officers of General Re and its 
domestic subsidiaries for legal liability, as provided in the By-laws,
and which would pay on behalf of General Re for expenses of 
indemnification of directors and officers in accordance with the 
By-laws.

		The General Re Board has approved, and General 
Re has entered into, certain indemnification agreements (the 
"Indemnification Agreements") with its directors and certain of 
its officers (the "Indemnitee").  In addition, the General Re 
Board has authorized General Re to enter into similar agreements 
with future directors and officers and has declared it the policy of 
General Re to enter into such agreements.

		Each Indemnification Agreement provides, in 
effect, that General Re shall indemnify the Indemnitee whenever 
General Re is legally permitted to do so.  The Indemnitee must be
found to have met the relevant standards of conduct to be entitled 
to indemnification.  Each Indemnification Agreement sets forth 
the specific procedure to be followed in making such determination
and provides that General Re is obligated to advance expenses 
incurred by the Indemnitee in connection with any action as they 
are incurred and prior to the final adjudication of the action, 
provided that the Indemnitee undertakes to repay such amounts 
if it is ultimately determined that he is not entitled to be indemnified
for such expenses.  The Indemnitee is not entitled to indemnification
or advancement of expenses under the Indemnification Agreement 
with respect to any claim or proceeding brought or made by the 
Indemnitee against General Re except for claims to enforce the 
Indemnification Agreement.

		If, pursuant to the Indemnification Agreement or 
otherwise, General Re is required to make payments in respect of 
its indemnification obligations in excess of, or not covered by, 
General Re's officers' and directors' liability insurance, such 
payments, depending on the amount, could adversely affect 
General Re.

		Insofar as indemnification for liabilities arising under 
the Securities Act may be permitted to directors, officers and 
controlling persons of General Re pursuant to the foregoing 
provisions or otherwise, General Re has been advised that, in the 
opinion of the Commission, such indemnification is against 
public policy as expressed in the Securities Act and is, therefore 
unenforceable.  In the event that a claim for indemnification 
against such liabilities (other than the payment of General Re 
of expenses incurred or paid by directors, officers and controlling 
persons of General Re in the successful defense of any action, 
suit or proceeding) is asserted by such directors, officers and 
controlling persons in connection with the securities being 
registered, General Re will, unless in the opinion of its counsel 
the matter has been settled by controlling precedent, submit to a 
court of competent jurisdiction the question whether such 
indemnification by it is against the public policy as expressed 
in the Securities Act and will be governed by the final 
adjudication of such issue.

Item 7.		Exemption from Registration Claimed.

		Not applicable.  

Item 8.		Exhibits.

		A list of exhibits included as part of this Registration
Statement is set forth in the Exhibit Index which immediately 
precedes such exhibits and is hereby incorporated by reference 
herein.

Item 9.		Undertakings.

		(a)	The undersigned 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 (the "Act");

		(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;

		(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 Company pursuant to Section 13 or 
Section 15(d) of the Securities Exchange Act of 1934 (the 
"Exchange Act") that are incorporated by reference in the 
Registration Statement.

		(2)	That, for the purpose of determining any 
liability under the Act, 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.

		(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.

		(4)	That, for purposes of determining any 
liability under the Act, each filing of the Company's annual report 
pursuant to Section 13(a) or Section 15(d) of the Exchange Act 
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 that 
time shall be deemed to be the initial bona fide offering thereof.

		(5)	Insofar as indemnification for liabilities 
arising under the Act may be permitted to directors, officers and 
controlling persons of the Company pursuant to the foregoing 
provisions, or otherwise, the Company has been advised that in 
the opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Act 
and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment 
by the Company of expenses incurred or paid by a director, officer 
or controlling person of the Company 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 Company 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.



	SIGNATURES

		Pursuant to the requirements of the Securities Act 
of 1933, as amended, General Re Corporation certifies that it has 
reasonable grounds to believe that it meets all of the requirements 
for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto 
duly authorized, in the City of Stamford, State of Connecticut, on 
the 3rd day of October, 1996.

				GENERAL RE CORPORATION
				               (Registrant)

	                    
				By:  /s/ CHARLES F. BARR                      
				Name: Charles F. Barr
				Title: Vice President, General Counsel	
				and Secretary


		We, the undersigned officers and directors of 
General Re Corporation, hereby severally constitute Joseph P. 
Brandon and Charles F. Barr and each of them or any one of 
them, our true and lawful attorneys, with full power of substitution
and resubstitution, with full power to sign for us and in our 
names, in the capacities indicated below, any and all amendments 
to this Registration Statement, and generally do all such things in 
our name and on our behalf in such capacities to enable General Re
Corporation to comply with the applicable provisions of the 
Securities Act of 1933, as amended, and all requirements of the 
Securities and Exchange Commission, and we hereby ratify and 
confirm our signatures as they may be signed by our said attorneys, 
or either of them, or their substitutes, to any and all such 
amendments.

		Pursuant to the requirements of the Securities Act 
of 1933, as amended, this Registration Statement has been signed 
by the following persons in the capacities and on the dates 
indicated.
										
Signature
Title
Date





/S/ RONALD E. FERGUSON              
Ronald E. Ferguson
Chairman, Chief Executive 
Officer and Director
(Principal Executive Officer)
October 3, 1996

/S/ JOSEPH P. BRANDON                 
Joseph P. Brandon
Vice President and Chief 
Financial Officer
(Principal Financial Officer)
October 3, 1996

/S/ ELIZABETH A. MONRAD            
Elizabeth A. Monrad

Vice President and Treasurer
(Principal Accounting Officer)
October 3, 1996

                                               
Andrew W. Mathieson

Director


                                               
David E. McKinney

Director


/S/ STEPHEN A. ROSS                     
Stephen A. Ross

Director
October 3, 1996

/S/ DONALD J. KIRK                      
Donald J. Kirk

Director
October 3, 1996

                                               
Edward H. Malone

Director
                    

/S/ WALTER M. CABOT                   
Walter M. Cabot

Director
October 3, 1996

/S/ LUCY WILSON BENSON               
Lucy Wilson Benson

Director
October 3, 1996

/S/ WILLIAM C. FERGUSON               
William C. Ferguson

Director
October 3, 1996

/S/ KAY KOPLOVITZ                        
Kay Koplovitz

Director
October 3, 1996

/S/ WALTER F. WILLIAMS                
Walter F. Williams
Director
October 3, 1996



EXHIBIT INDEX
	
Exhibit													
Number

Description				             

Page

3.1
Restated Certificate of Incorporation of the Registrant, as amended 
(incorporated by reference to Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for its fiscal year ended December 31, 1987).


3.2
By-laws of the Registrant, as amended and restated (incorporated 
by reference to Exhibit 3(b) to the Registrant's Current Report on 
Form 8-K filed with the Commission on February 24, 1995).


4.1
Rights Agreement, dated as of September 11, 1991, between the 
Registrant and The Bank of New York, as Rights Agent 
(incorporated by reference to the Registrant's Form 8-A dated 
September 18, 1991).


*5.1
Opinion and Consent of Charles F. Barr, Esq. with respect to the 
legality of the securities being registered hereby.


*23.1
Consent of Charles F. Barr, Esq. (contained in the opinion in 
Exhibit 5.1 above).


*23.2
Consent of Coopers & Lybrand L.L.P.


*24.1
Powers of Attorney (included on the signature page of this 
Registration Statement).



* Filed Herewith

EX-5

Exhibit 5.1


General Re Corporation
695 East Main Street
Stamford, CT  06904


						October 3, 1996


General Re Corporation
695 East Main Street
Stamford, CT  06904

Dear Ladies and Gentlemen:

	I am Vice President, General Counsel and Secretary of 
General Re Corporation (the "Company" or General Re").  This 
opinion is being delivered in connection with the Registration 
Statement on Form S-8 (the "Registration Statement") of the 
Company filed with the Securities and Exchange Commission 
under the Securities Act of 1933, as amended (the "Act") and 
the rules and regulations promulgated thereunder (the "Rules").  
The Registration Statement relates to the shares of Common Stock,
par value $.50 per share, of the Company (the "Shares") and the 
related preferred stock purchase rights (the "Rights") to be issued 
with the Shares pursuant to the Rights Agreement (the "Rights 
Agreement"), dated as of  September 11, 1991, by and between the 
Company and The Bank of New York,  as Rights Agent, each of 
which is to be issued in connection with the National Re 
Corporation 1995 Stock Incentive Plan and the National Re 
Holdings Corp. 1991 Stock Incentive Plan (collectively, the "Plans").
The Plans will be assumed by the Company in connection with the
merger of National Re Corporation ("National Re") with and into 
N Acquisition Corporation, a wholly owned subsidiary of the 
Company ("Sub").

	In connection with rendering this opinion, I have examined 
and am  familiar with originals or copies, certified or otherwise 
identified to my satisfaction, of such documents as I have deemed 
necessary or appropriate as a basis for the opinion set forth herein, 
including, without limitation, (i) the Registration Statement; (ii) the 
Restated Certificate of Incorporation of General Re, as amended;  
(iii) the By-laws of General Re, as amended and restated; (iv) the 
Rights Agreement; (v) the Agreement and Plan of Merger, dated 
as of July 1, 1996, by and among the Company, National Re and 
Sub; (vi) resolutions of the Board of Directors of General Re 
relating to the transactions contemplated by the Registration 
Statement; (vii) a specimen certificate evidencing the General 
Re Common Stock; and (viii) such other certificates, instruments 
and documents as I considered necessary or appropriate for the 
purposes of this opinion. 

	In my examination, I  have assumed the genuineness of all 
signatures, the legal capacity of natural persons, the authenticity of 
all documents submitted to me  as originals, the conformity to 
original documents of all documents submitted to me as certified, 
conformed or photostatic copies and the authenticity of the 
originals of such copies.  In making my examination of documents 
executed by parties other than General Re, I have assumed that 
such parties had the power, corporate or other, to enter into and 
perform all obligations thereunder and also have assumed the due 
authorization by all requisite action, corporate or other, and 
execution and delivery by such parties of such documents and the 
validity and binding effect thereof.  As to any facts material to the 
opinion expressed herein which I have not independently established
or verified, I have relied upon statements and representations of 
officers and other representatives of General Re and others.

	In connection with the Rights, I note that other large 
publicly held corporations chartered in Delaware have adopted 
rights agreements and issued rights similar to the Rights Agreement
and the Rights.  In addition, I note that the Rights would operate 
in a way similar to rights issued by numerous other corporations 
incorporated in Delaware and in other states.

	For purposes of this opinion I have assumed that the Board 
of Directors of the Company, after fully informing itself with 
respect to the Rights Agreement and the Rights and after giving 
due consideration to all relevant matters, determined that the 
execution and delivery of the Rights Agreement and the issuance
of the Rights thereunder would be in the best interests of the 
Company and its shareholders, that such action by the Board of 
Directors was not contrary to its fiduciary obligations and that the 
Rights Agreement has been duly authorized, executed and delivered
by the Rights Agent.

	The opinion set forth below with respect to the Rights is 
limited to the authorization of the Rights Agreement by the Board 
of Directors and the issue of Rights pursuant to the Rights 
Agreement, and does not extend to any subsequent action or 
inaction by the Board of Directors with respect to the Rights 
Agreement, including any decision relating to redemption of the 
Rights or amendment of the Rights Agreement, which would need 
to be evaluated in light of all relevant facts, circumstances and legal 
precedents applicable at that time.

	I am a member of the bars of the State of Connecticut 
and the State of Massachusetts.  The opinion set forth below is 
restricted to matters controlled by federal law and the General 
Corporation Law of the State of Delaware.

	Based upon and subject to the foregoing, including the 
factual background, assumptions and limitations referred to 
above, I am of the opinion that:

1.   The Shares have been duly authorized and, when delivered 
against payment in full therefore in accordance with the terms 
of the Plans, will be legally issued, fully paid and nonassessable; 
and 

2.   The Rights, when issued in accordance with the terms of 
the Plans and the Rights Agreement, will be validly issued.



	I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to my name 
under the caption "Interests of Named Experts and Counsel" in 
the Registration Statement.  In giving this consent, I do not 
hereby agree that I come within the category of persons whose 
consent is required by the Act or the Rules.

				Very truly yours,

				/s/ CHARLES F. BARR

				Charles F. Barr
				Vice President, General Counsel 
				and Secretary

EX-23

EXHIBIT 23.2


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


	We consent to the incorporation by reference in the 
registration statement of General Re Corporation (the "Company") 
on Form S-8, dated October 3, 1996, of our report dated February 
6, 1996, on our audits of the consolidated financial statements and 
schedules of the Company as of December 31, 1995 and 1994, 
and for each of the three years in the period ended December 
31, 1995, which report is included in the Company's Annual 
Report on Form 10-K for the year ended December 31, 1995.  
We also consent to the reference to our firm under the caption 
"Experts".

				COOPERS & LYBRAND L.L.P.


October 1, 1996
New York, New York