MARKEL CORP
8-K, 2000-04-21
FIRE, MARINE & CASUALTY INSURANCE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 14, 2000

                               MARKEL CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Virginia
         (State or other jurisdiction of incorporation or organization)

            001-15811                                  54-1959284
          (Commission                               (I.R.S. employer
           file number)                           identification number)

             4521 Highwoods Parkway, Glen Allen, Virginia 23060-3382
                    (Address of principal executive offices)
                                   (Zip code)

                                 (804) 747-0136
              (Registrants telephone number, including area code)


              (Former name, former address and former fiscal year,
                          if changed since last report)
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Item 4.  Changes in Registrant's Certifying Accountant

On March 24, 2000, the  transactions  contemplated  by the Agreement and Plan of
Merger and Scheme of  Arrangement  dated as of August 15, 1999,  between  Markel
Corporation  (now Markel North America Inc.) and Terra Nova  (Bermuda)  Holdings
Ltd. ("Terra Nova") were completed. As a result of the transactions,  Terra Nova
and  Markel  North  America  Inc.  became  wholly  owned   subsidiaries  of  the
Registrant.

In early March 2000, the Audit Committee of Markel Corporation (now Markel North
America  Inc.) voted to retain KPMG LLP to serve as the  independent  accountant
for all subsidiaries for the fiscal year ended December 31, 2000. Implementation
of this decision for the  Registrant  and Terra Nova (after the  acquisition  of
Terra Nova) required  termination  of the  client-auditor  relationship  between
Terra   Nova,   a    wholly-owned    subsidiary    of   the    Registrant    and
PricewaterhouseCoopers.  Accordingly, on April 14, 2000,  PricewaterhouseCoopers
informed Terra Nova that they resigned effective as of that date. The Registrant
intends to retain KPMG LLP as the independent  accountant for Terra Nova so that
they  will  serve  as the  independent  accountant  for the  Registrant  and all
subsidiaries.

The reports of  PricewaterhouseCoopers on the financial statements of Terra Nova
for each of the two  most  recent  fiscal  years in the  period  ended  December
31,1999 did not contain any adverse  opinion or  disclaimer  of opinion and were
not  qualified  or  modified  as  to  uncertainty,  audit  scope  or  accounting
principles.

During the two most recent  fiscal years and interim  period  through  April 14,
2000, there have been no (i) disagreements  with  PricewaterhouseCoopers  on any
matter of accounting principles or practices,  financial statement  disclosures,
or  auditing  scope or  procedure  which  disagreements  if not  resolved to the
satisfaction of PricewaterhouseCoopers  would have caused them to make reference
thereto in their  report on the  financial  statements  for such years;  or (ii)
reportable events, as defined in Regulation S-K Item 304(a)(1)(v).

The  Registrant  has  requested  that  PricewaterhouseCoopers  furnish it with a
letter  addressed to the Securities and Exchange  Commission (the "SEC") stating
whether it agrees with the above  statements.  A copy of such letter to the SEC,
dated April 20, 2000, is filed as Exhibit 16.1 to the Form 8-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (a)  Not applicable

         (b)  Not applicable

         (c)  Exhibits

     The Exhibits listed on the Exhibit Index are filed as part of this report.
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                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                           MARKEL CORPORATION

Date: April 21, 2000                       By: /s/Darrell D. Martin
                                           ------------------------
                                           Executive Vice President
                                           And Chief Financial Officer



                                  EXHIBIT INDEX

2.1      Agreement and Plan of Merger and Scheme of Arrangement dated August 15,
         1999, between Markel Corporation and Terra Nova (Bermuda) Holdings,
         Ltd., as amended**
16.1     Letter from PricewaterhouseCoopers to the Securities and Exchange
         Commission dated April 20, 2000*


         ** Incorporated  herein by  reference  to Appendix A to the joint proxy
         statement/prospectus   filed  on  February  7,  2000  as  part  of  the
         Registrant's Registration Statement of Form S-4 (Registration Statement
         No. 333-88609)
         * Included herein

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                                                                    Exhibit 16.1
   [PwC Letterhead]

  20 April 2000

  Securities and Exchange Commission
  450 Fifth Street, N.W.
  Washington, D.C. 20549

  Commissioners:

  We have read the statements  made by Terra Nova (Bermuda)  Holdings Ltd. (copy
  attached), which we understand will be filed with the Commission,  pursuant to
  Item 4 of Form 8-K, as part of the  Company's  Form 8-K report  dated 21 April
  2000. We agree with the statements concerning our Firm in such Form 8-K.

  Very truly yours,



  PricewaterhouseCoopers



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