SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ODYSSEY RE HOLDINGS CORP (Last) (First) (Middle) 140 BROADWAY 39TH FLOOR, (Street) NEW YORK, NY 10005 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ZENITH NATIONAL INSURANCE CORP [ ZNT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/27/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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, $1.00 Par Value	07/27/2004		S(1)(2)		2,966,449	D	$41.15	0	I	Held by TIG Insurance Company
Common Stock, $1.00 Par Value	07/27/2004		S(1)(2)		66,776	D	$41.15	1,083,224	I	Held by Clearwater Insurance Company
Common Stock, $1.00 Par Value	07/27/2004		S(1)(2)		46,775	D	$41.15	3,240,447	I	Held by United States Fire Insurance Company
Common Stock, $1.00 Par Value	07/27/2004		S(1)(2)		20,000	D	$41.15	0	I	Held by The North River Insurance Company
Common Stock, $1.00 Par Value								74,300	I	Held by Odyssey America Reinsurance Corporation
Common Stock, $1.00 Par Value								323,574	I	Held by CRC (Bermuda) Reinsurance Limited

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* ODYSSEY RE HOLDINGS CORP (Last) (First) (Middle) 140 BROADWAY 39TH FLOOR, (Street) NEW YORK, NY 10005 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ODYSSEY AMERICA REINSURANCE CORP (Last) (First) (Middle) 300 FIRST STAMFORD PLACE (Street) STAMFORD, CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CLEARWATER INSURANCE CO (Last) (First) (Middle) 300 FIRST STAMFORD PLACE (Street) STAMFORD, CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CRUM & FORSTER HOLDINGS CORP (Last) (First) (Middle) 305 MADISON AVENUE P.O. BOX 1943 (Street) MORRISTOWN, NJ 07962 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CRUM & FORSTER HOLDINGS INC (Last) (First) (Middle) 305 MADISON AVENUE P.O. BOX 1943 (Street) MORRISTOWN, NJ 07962 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* UNITED STATES FIRE INSURANCE CO (Last) (First) (Middle) 305 MADISON AVENUE P.O. BOX 1943 (Street) MORRISTOWN, NJ 07962 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NORTH RIVER INSURANCE CO (Last) (First) (Middle) 305 MADISON AVENUE P.O. BOX 1943 (Street) MORRISTOWN, NJ 07962 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursuant to an underwriting agreement (the "Underwriting Agreement"), dated as of July 27, 2004, among TIG Insurance Company, Clearwater Insurance Company, United States Fire Insurance Company, The North River Insurance Company (collectively, the "Selling Stockholders"), Zenith National Insurance Corp., and the underwriters (the "Underwriters") named therein, the Selling Stockholders have agreed to sell an aggregate of 3,100,000 shares of common stock, par value $1.00 per share ("Common Stock"), of Zenith to the Underwriters, in connection with a registered public offering. The closing of the sale of such shares is expected to occur on or about July 30, 2004, and is subject to customary conditions.

2. . In addition, pursuant to the Underwriting Agreement, each of Clearwater Insurance Company and United States Fire Insurance Company have granted an option to the Underwriters to purchase up to an additional 200,000 shares of Common Stock of Zenith (up to 400,000 shares in the aggregate) to cover over-allotments, if any.

	/s/ Donald L. Smith (Senior Vice President, General Counsel and Corporate Secretary)	07/29/2004
	/s/ Donald L. Smith (Senior Vice President)	07/29/2004
	/s/ Donald L. Smith (Vice President)	07/29/2004
	/s/ Mary Jane Robertson (Senior Executive Vice President, Chief Financial Officer and Treasurer)	07/29/2004
	/s/Mary Jane Robertson (Senior Executive Vice President and Treasurer)	07/29/2004
	/s/ Mary Jane Robertson (Senior Executive Vice President, Chief Financial Officer and Treasurer)	07/29/2004
	/s/ Mary Jane Robertson (Senior Executive Vice President, Chief Financial Officer and Treasurer)	07/29/2004
	** Signature of Reporting Person	Date
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