secondary offering of 3.8 million ordinary shares was priced at $33.75 a share on Tuesday. The offer is to close on Monday.

All the shares being offered are restricted shares owned by original shareholders of the reinsurer, at a price which is double the $16.67 a share price that they got in for. The share price on the Nasdaq exchanged closed higher at $33.875.

Mid Ocean said it won't receive any of the proceeds from the offering, which is being managed by J.P. Morgan Securities Inc., Donaldson Lufkin & Jenrette Securities Corp. Additionally, the company said its total number of shares outstanding will not be affected by this offering.

The company, whose largest shareholder is Bermuda-based EXEL Ltd., was originally sponsored by Marsh & McLennan Risk Capital Corp. and J.P. Morgan & Co. It would appear that EXEL will retain their sizable stake in the company and have not listed with regulators an intention to sell during this secondary offering. EXEL, in fact, have just taken a third quarter yield of $18.4 million from their equity in Mid Ocean.

The 3.8 million Mid Ocean shares up for sale represent between ten and 11 percent of the company's 34.6 million shares and will add to the current near 11 million publicly traded shares. At the option of the underwriters, the 3.8 million shares could enlarge to a total of 4.2 million shares.

There were about 28 original institutional investors and about 28 original individual investors when the company first began in 1992. The secondary public offering came about when some of the investors wanted to redeem their investment.

Mid Ocean vice president and treasurer, Mr. John Wadson, said: "A number of the initial investors had expressed a desire for liquidity.'' Selling shareholders include Chase Manhattan Investment Holdings, Marsh & McLennan, mutual funds and trust funds. Marsh & McLennan is selling about 20 percent of their original stake in the Mid Ocean venture.

Mid Ocean last month announced third quarter earnings of $66.1 million and nearly $140 million in profits for the nine months to July 31.