Sec Form 5 Filing - HAFTL FRANKLIN D @ PXRE GROUP LTD - 2005-12-31

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HAFTL FRANKLIN D 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) (Last) (First) (Middle) 41 RIVERS EDGE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2005 (Street) LITTLE SILVER, NJ07739 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ) 03/11/2004 M 5,813 A $ 12.8125 10,948 D COMMON STOCK ( 2 ) 03/11/2004 S 5,813 D $ 27.3445 5,135 D COMMON STOCK ( 1 ) 03/11/2004 M 5,000 A $ 14.79 10,135 D COMMON STOCK ( 2 ) 03/11/2004 S 5,000 D $ 27.3445 5,135 D COMMON STOCK ( 1 ) 03/11/2004 M 3,333 A $ 17.4 8,468 D COMMON STOCK ( 2 ) 03/11/2004 S 3,333 D $ 27.3445 5,135 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. Transact ion Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 OPTIONS $ 12.8125 03/11/2004 M V 5,813 01/03/2000 01/03/2010 COMMON STOCK 5,813 $ 27.3445 36,917 D OPTIONS $ 14.79 03/11/2004 M V 5,000 05/16/2001 05/16/2010 COMMON STOCK 5,000 $ 27.3445 31,917 D OPTIONS $ 17.4 03/11/2004 M V 3,333 06/01/2002 06/01/2011 COMMON STOCK 3,333 $ 27.3445 28,584 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HAFTL FRANKLIN D 41 RIVERS EDGE DRIVE LITTLE SILVER, NJ07739 X Signatures DIANNA MITCHELL AS POWER OF ATTORNEY FOR FRANKLIN HAFTL 11/23/2005 Signature of Reporting Person Date

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.

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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