FORM 4 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 OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * STAVIS ROBERT M   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) C/O BESSEMER VENTURES, 1865 PALMER AVENUE, SUITE 104 3. Date of Earliest Transaction (Month/Day/Year) 03/31/2005 (Street) LARCHMONT, NY 10538 4. If Amendment, Date 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 (City) (State) (Zip) 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

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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 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

Series C Voting Convert. Pfd. Shares

$ 13.27

03/31/2005(1)

C(1)

55.742

(2)

04/04/2008(2)

Common Shares

42,043

(1)

42.426 (2) (3) (4)

D (2) (3) (4)

Class C Convert. Common Shares

(1)

03/31/2005(1)

C(1)

42,043

(1)

(2)

Common Shares

42,043

(1)

42,043 (2) (3) (4)

D (2) (3) (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
STAVIS ROBERT M C/O BESSEMER VENTURES 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538	X

Signatures

/s/ Robert M. Stavis		04/04/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On March 31, 2005, PXRE Group Ltd. (the "Company") effected the conversion of all Series A1 Voting Convertible Preferred Shares, Series B1 Voting Convertible Preferred Shares, and Series C1 Convertible Preferred Shares (the "Convertible Preferred Shares") into Class A, Class B and Class C Convertible Common Shares (the Convertible Common Shares"), respectively. The conversion was mandatory under the terms of the Description Stock relating to the Convertible Preferred Shares and the Common Convertible Shares. Immediately prior to the conversion, Robert Stavis (the "Reporting Person") held 55.742 Series C1 Voting Convertible Preferred Shares, which converted into 42.043 Class C Convertible Common Shares. The Convertible Common Shares are convertible at a one-to-one ratio into the Company's Common Shares, if transferred to unaffiliated third parties, and may be converted at any time by the holder.
(2)	The Reporting Person held 42.426 Series C2 Voting Convertible Preferred Shares as of the date of the reported transaction. All Series A2 Voting Convertible Preferred Shares, Series B2 Voting Convertible Preferred Shares and Series C2 Voting Convertible Preferred Shares (the "Series 2 Preferred Shares") are subject to prior conversion if transferred to unaffiliated third parties and may be converted at any time by the holder. According to their terms, all Series 2 Preferred Shares will mandatorily convert into Common Convertible Shares on April 4, 2008, if not converted by the holder prior to that date.
(3)	The Reporting Person disclaims the existence of any group for purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or for any other purpose.
(4)	The Reporting Person disclaims any beneficial ownership of securities for purposes of Section 16 of the Exchange Act or for any other purpose, except to the extent of his pecuniary interest therein.

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