Prepared and filed by St Ives Financial

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

August 2, 2005
Date of Report (Date of earliest event reported)

PXRE GROUP LTD.
(Exact name of registrant as specified in its charter)

Bermuda 1-15259 98-0214719
(State or other jurisdiction
of incorporation or organization)
(Commission
File No.)
(I.R.S. Employer
Identification No.)

PXRE House
110 Pitts Bay Road
Pembroke HM 08
Bermuda
P.O. Box HM 1282
Hamilton HM FX
Bermuda
(Address, including zip code,
of principal executive offices)
(Mailing address)

(441) 296-5858
(Registrant's telephone number, including area code)

NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 1.01. Entry into a Material Definitive Agreement

On August 2, 2005, PXRE Reinsurance Ltd. entered into a $200 million letter of credit facility with Citibank Ireland Financial Services plc. (the “Letter of Credit Facility Agreement”). The Letter of Credit Facility Agreement is a 3-year secured facility that allows PXRE Reinsurance Ltd. to issue up to $200 million in letters of credit. The Committed Letter of Credit Facility Agreement, the Insurance Letters of Credit – Master Agreement, and the Pledge Agreement are attached as Exhibits 99.1, 99.2. and 99.3.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.     Description
   
99.1 Letter of Credit Facility Agreement, dated August 2, 2005, by and between Citibank Ireland Financial Services plc and PXRE Reinsurance Ltd.
   
99.2 Insurance Letters of Credit – Master Agreement, dated August 2, 2005, by and between Citibank Ireland Financial Services plc and PXRE Reinsurance Ltd.
   
99.3 Pledge Agreement, dated August 2, 2005, by and between Citibank Ireland Financial Services plc and PXRE Reinsurance Ltd.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    PXRE Group Ltd.
(Registrant)
     
    By: /s/ John M. Modin
    Name: John M. Modin
    Title: Executive Vice President & Chief Financial Officer
     
     
Date: August 2, 2005