FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ODonnell Kevin   2. Issuer Name and Ticker or Trading Symbol RENAISSANCERE HOLDINGS LTD [RNR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Pres., Renaissance Reins. Ltd (Last) (First) (Middle) RENAISSANCE HOUSE, 8-20 EAST BROADWAY 3. Date of Earliest Transaction (Month/Day/Year) 05/06/2008 (Street) PEMBROKE, BERMUDA, D0 HM19 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/06/2008   M   9,120 A $ 37.73 61,450 D   Common Stock 05/06/2008   F   7,552 D $ 51.3 53,898 D   Common Stock 05/06/2008   M   625 A $ 41.98 54,523 D   Common Stock 05/06/2008   F   551 D $ 51.3 53,972 D   Common Stock 05/06/2008   M   6,339 A $ 37.87 15,644 I by Partnership (1) Common Stock 05/06/2008   F   5,260 D $ 51.3 10,384 I by Partnership (1) Common Stock               162 I by Family Trust (2) Common Stock               5,088 I by Spouse

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 37.73

05/06/2008

M

9,120

05/22/2002

05/06/2008

Common Stock

9,120

(3)

0

D

Non-Qualified Stock Option (right to buy)

$ 41.98

05/06/2008

M

625

11/06/2002

05/06/2008

Common Stock

625

(3)

0

D

Non-Qualified Stock Option (right to buy)

$ 37.87

05/06/2008

M

6,339

05/16/2002

05/06/2008

Common Stock

6,339

(3)

0

I

by Partnership (1)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ODonnell Kevin RENAISSANCE HOUSE 8-20 EAST BROADWAY PEMBROKE, BERMUDA, D0 HM19			Pres., Renaissance Reins. Ltd

Signatures

/s/ Anthony E. Szydlowski, Attorney-in-Fact		05/08/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These securities are owned and controlled by a family limited partnership for the benefit of immediate family members of the Reporting Person and may be deemed to be beneficially owned by the Reporting Person.
(2)	These securities are held by a trust for the benefit of immediate family members of the Reporting Person and may be deemed to be beneficially owned by the Reporting Person.
(3)	Not applicable
Remarks: The transactions reported hereby relate solely to the exercise of employee stock options originally granted to the Reporting Person on May 5, 1998 with a ten year term and were exercised on the expiry date of May 6, 2008.

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