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* FAIRFAX FINANCIAL HOLDINGS LTD/ CAN (Last) (First) (Middle) 95 WELLINGTON STREET WEST SUITE 800 (Street) TORONTO, ONTARIO, CANADA M5J 2N7 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ODYSSEY RE HOLDINGS CORP [ ORH ]	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) 12/04/2006
	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	12/04/2006		S(1)(2)		2,833,333	D	$33.216	49,731,067	I	See footnote(3)
Common Stock	12/04/2006		S(1)(2)		6,166,667	D	$33.216	43,564,400	I	See footnote(3)

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* FAIRFAX FINANCIAL HOLDINGS LTD/ CAN (Last) (First) (Middle) 95 WELLINGTON STREET WEST SUITE 800 (Street) TORONTO, ONTARIO, CANADA M5J 2N7 (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* WATSA V PREM ET AL (Last) (First) (Middle) 95 WELLINGTON STREET WEST SUITE 800 (Street) TORONTO, ONTARIO, CANADA M5J 2N7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman of Bd of Directors

1. Name and Address of Reporting Person* 1109519 ONTARIO LTD (Last) (First) (Middle) 95 WELLINGTON STREET WEST SUITE 800 (Street) TORONTO, ONTARIO, CANADA M5J 2N7 (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* SIXTY TWO INVESTMENT CO LTD (Last) (First) (Middle) 1600 CATHEDRAL PLACE 925 WEST GEORGIA ST. (Street) VANCOUVER, BC, CANADA V6C 3L3 (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* 810679 ONTARIO LTD (Last) (First) (Middle) 95 WELLINGTON STREET WEST SUITE 800 (Street) TORONTO, ONTARIO, CANADA M5J 2N7 (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* FAIRFAX INC (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* ORH HOLDINGS INC (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)

Explanation of Responses:

1. Pursuant to an underwriting agreement (the "Underwriting Agreement"), dated as of December 4, 2006, among Fairfax Inc. and ORH Holdings Inc. (collectively, the "Selling Stockholders"), Odyssey Re Holdings Corp., ("OdysseyRe") and the underwriters (the "Underwriters") named therein, the Selling Stockholders have agreed to sell (the "Sale") an aggregate of 9,000,000 shares of common stock, par value $.01 per share ("Common Stock"), of OdysseyRe to the Underwriters, in connection with a registered public offering. The closing of the Sale is expected to occur on or about December 8, 2006, and is subject to customary conditions.

2. In addition, pursuant to the Underwriting Agreement, Fairfax Inc. has granted an option to the Underwriters, exercisable for 30 days from the date of the Underwriting Agreement, to purchase (at a price, net of underwriting discounts and commissions, of $33.216 per share) up to an additional 1,350,000 shares of Common Stock of OdysseyRe to cover over-allotments, if any.

3. The shares of Common Stock are held directly by Fairfax Financial Holdings Limited ("Fairfax") and through wholly owned subsidiaries of Fairfax, including, following the Sale, 2,556,067 shares of Common Stock held directly by Fairfax Inc.

	/s/ Paul Rivett, Vice President	12/04/2006
	/s/ V. Prem Watsa	12/04/2006
	/s/ V. Prem Watsa, President	12/04/2006
	/s/ V. Prem Watsa, President	12/04/2006
	/s/ V. Prem Watsa, President	12/04/2006
	/s/ Bradley P. Martin, Corporate Secretary	12/04/2006
	/s/ Bradley P. Martin, Vice President	12/04/2006
	** Signature of Reporting Person	Date
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