BERKLEY W R CORP (Form: 8-A12B/A, Received: 05/01/2001 16:37:22)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A
(Amendment No. 1)

For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934

W. R. Berkley Corporation
(Exact name of registrant as specified in its charter)

             Delaware                                  22-1867895
             --------                                  ----------
(State of incorporation or organization)      (IRS Employer Identification No.)

165 Mason Street, P.O. Box 2518, Greenwich, Connecticut 06836-2518
(Address of principal executive offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

    Title of each class                  Name of each exchange on which
    to be so registered                  each class is to be registered
    -------------------                  ------------------------------

Common Stock, $.20 par value                 New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X]

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ]

Securities Act registration statement file number to which this form relates:

_________ (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: None

This Amendment No. 1 amends and restates the Registration Statement on Form 8-A relating to the registrant's Common Stock, par value $0.20 per share (the "Common Stock"), originally filed by the registrant with the Securities and Exchange Commission on July 25, 1974, in order to indicate that the Common Stock is being registered on the New York Stock Exchange pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not registered pursuant to Section 12(g) of the Exchange Act as indicated in the original filing.

Item 1. Description of Registrant's Securities to be Registered.

Reference is made to the descriptions of the Common Stock and the provisions of the registrant's Restated Certificate of Incorporation and By-Laws set forth under the heading "Description of our Capital Stock" on pages 5 through 12 of the registrant's Registration Statement on Form S-3 (File No. 333-57546), filed with the Securities and Exchange Commission on March 23, 2001 and any subsequent amendments thereto, which is incorporated herein by reference.

Item 2. Exhibits

1. Restated Certificate of Incorporation, as amended, of the registrant (incorporated by reference to Exhibit 3.1 to the registrant's Annual Report on Form 10-K for the year ended December 31, 1993 (File No. 0-7849)).

2. Amendment, dated May 12, 1998, to the registrant's Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 0-7849)).

3. Amended and Restated By-Laws of the registrant (incorporated by reference to Exhibit 3(ii) to the registrant's Current Report on Form 8-K filed May 11, 1999 (File No. 0-7849)).

4. Specimen of Common Stock Certificate.

5. Rights Agreement, dated as of May 11, 1999, between the registrant and ChaseMellon Shareholder Services, LLC, as Rights Agent (incorporated by reference to Exhibit 99.1 to the registrant's Current Report on Form 8-K filed May 11, 1999 (File No. 0-7849)).

6. Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (attached as Exhibit A to the Rights Agreement filed as Exhibit 5 hereto).

7. Form of Rights Certificate (attached as Exhibit B to the Rights Agreement filed as Exhibit 5 hereto).

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

W. R. BERKLEY CORPORATION

                               By:    /s/ Eugene G. Ballard
                                      ----------------------------------------
                                      Name:  Eugene G. Ballard
                                      Title: Senior Vice President,
                                             Chief Financial Officer and
                                             Treasurer

Date:  May 1, 2001

EXHIBIT INDEX

Exhibit:

3. Amended and Restated By-Laws of the registrant (incorporated by reference to Exhibit 3(ii) to the registrant's Current Report on Form 8-K filed May 11, 1999 (File N. 0-7849)).

4. Specimen of Common Stock Certificate.

6. Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (attached as Exhibit A to the Rights Agreement filed as Exhibit 5 hereto).

7. Form of Rights Certificate (attached as Exhibit B to the Rights Agreement filed as Exhibit 5 hereto).

EXHIBIT 4

      [Graphic Omitted]                 Common Stock

                                        INCORPORATED UNDER THE LAWS
                                        OF THE STATE OF DELAWARE

                                        THIS CERTIFICATE IS TRANSFERABLE
                                        IN NEW YORK, N.Y.
[Certificate Number]                    AND RIDGEFIELD PARK, N.J.

                                                               [No. of Shares]

See reverse for Certain definitions

W. R. Berkley Corporation

This Certifies that

[SPECIMEN]

CUSIP 084423 10 2

is the owner of _________________________

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF TWENTY CENTS ($.20) EACH OF THE COMMON STOCK OF W. R. Berkley Corporation, transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation of the Corporation, as amended and as from time to time in effect, to all of which the holder by acceptance hereof assents. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile signatures of the duly authorized officers of the Corporation.

Dated ________________________

[W. R.        COUNTERSIGNED
Berkley       AND REGISTERED:
logo]         CHASEMELLON SHAREHOLDER                    /s/ William R. Berkley
              SERVICES, L.L.C.                            CHAIRMAN OF THE BOARD
              TRANSFER AGENT
              AND REGISTRAR                               /s/ Eugene G. Ballard
              BY _________________________                            TREASURER
                  AUTHORIZED SIGNATURE

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between W. R. Berkley Corporation (the "Company") and ChaseMellon Shareholder Services, L.L.C. (the "Rights Agent") dated as of May 11, 1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by an subsequent holder, may become null and void.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common UNIF GIFT MIN ACT -        Custodian
                                                  -----------------------
                                                   (Cust)           (Minor)
TEN ENT - as tenants by the                    under Uniform Gifts to Minors
          entireties

JT TEN - as joint tenants with                 Act
         right of survivorship                    ------------------------
         and not as tenants in                            (State)
         common

Additional abbreviations may also be used though not in the above list.

For value received _____ hereby sell, assign and transfer unto

Please insert Social Security or other
Identifying Number of Assignee

Please Print or Typewrite Name and Address of Assignee

-------------------------------------------------------------------------Shares of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

Dated _________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

THIS SPACE MUST NOT BE COVERED IN ANY WAY