SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

MCLOUGHLIN PHILIP R

(Last)

(First)

(Middle)

38 WILKEY WAY

(Street)

CHATHAM

02633

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PXRE GROUP LTD [ PXT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005

4. If Amendment, Date of 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

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK⁽¹⁾	08/15/2005		M4	3,000	A	$17.704	14,667	D
COMMON STOCK⁽²⁾	08/15/2005		S4	3,000	D	$24.6712	11,667	D
COMMON STOCK⁽¹⁾	08/15/2005		M4	5,813	A	$12.8125	17,480	D
COMMON STOCK⁽²⁾	08/15/2005		S4	5,813	D	$24.6712	11,667	D
COMMON STOCK⁽¹⁾	08/15/2005		M4	5,000	A	$14.79	16,667	D
COMMON STOCK⁽²⁾	08/15/2005		S4	5,000	D	$24.6712	11,667	D

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OPTIONS	$17.704	08/15/2005		M		3,000	06/03/2000	06/03/2009	COMMON STOCK	3,000	$24.6712	57,628	D
OPTIONS	$12.8125	08/15/2005		M		5,813	01/03/2001	01/03/2011	COMMON STOCK	5,813	$24.6712	51,815	D
OPTIONS	$14.79	08/15/2005		M		5,000	05/16/2001	05/16/2011	COMMON STOCK	5,000	$24.6712	46,815	D

Explanation of Responses:

1. Shares acquired upon exercise of stock options.

2. This Form 5 is to correct certain reporting errors in previously filed Form 4s, including to report a sale in connection with a stock option exercise already reported and to properly code, on Table II, the option exercise as an exempt transaction. As part of its compliance process, the staff of PXRE prepares all Form 4 filings on behalf of its directors and officers. It has been discovered that PXRE's staff was incorrectly preparing certain Form 4's involving the concurrent exercise of stock options and sale of the common shares received upon such exercise, by failing to include the concurrent sale of the common shares in the Form 4 reporting the option exercise. The reported ownership amounts were not affected by this error.

	DIANNA MITCHELL AS POWER OF ATTORNEY FOR PHILIP MCLOUGHLIN	11/23/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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