ordinary shares at a price of $32.50 per share -- the firm's stock price at the close of trading on Wednesday on the New York Stock Exchange.

The shares are being sold by some of the original sponsors of EXEL, which was set up by corporations in 1986 to solve specific insurance coverage problems at that time.

Now that these problems have been solved, the sponsors -- which would not normally consider investing in insurance firms -- wanted their money back to invest elsewhere, said Mr. Michael Kevany, EXEL's president.

The share offering will take EXEL, which only went public last year, further into public ownership.

The shares being offered consist of 5.3 million outstanding shares and 4.1 million shares to be issued upon exercise of options.

In a simultaneous transaction, EXEL is taking the opportunity to retire 3.65 million shares by repurchasing them.

Of the 9.4 million ordinary shares being offered, 7.

5 million will go to the US and 1.9 million outside the US.

The lead underwriter in the offering is Goldman Sachs, backed by J.P.Morgan Securities and Salomon Brothers.

Although EXEL is incorporated in the Cayman Islands, its business is done out of Bermuda through its locally-based subsidiary XL Insurance and out of Europe, through XL Europe.