~~United~~UNITED ~~States~~STATES

~~Securities~~SECURITIES ~~and~~AND ~~Exchange~~EXCHANGE ~~Commission~~COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

~~Form~~FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD) ofOF ~~the~~THE ~~Securities Exchange Act of 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~report~~ACT ~~(Date~~OF 1934 ~~of earliest event reported): February 6, 2012~~

~~Transatlantic~~Date ~~Holdings~~of Report (Date of earliest event reported): February 22, ~~Inc.~~2012

TRANSATLANTIC HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-10545	13-3355897
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
80 Pine Street, New York, New York		10005
(Address of Principal Executive Offices)		(Zip Code)

80 Pine Street, New York, New York		10005
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 365-2200

~~None~~NONE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the ~~Form~~form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written ~~communication~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Page~~Item 28.01 Other Events.

~~Section~~On February 22, 2012, Transatlantic Holdings, Inc. (“Transatlantic”) and Alleghany Corporation (“Alleghany”) issued a joint press release announcing that Transatlantic stockholders that wish to make an election with respect to the consideration to be received in the proposed merger with Alleghany must deliver a properly completed election form to Computershare by 5:00 –p.m., ~~Corporate~~New ~~Governance~~York City time, on March 1, 2012. Subject to regulatory and ~~Management~~other customary closing conditions, Alleghany and Transatlantic expect to close the merger on March 6, 2012. A copy of the joint press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 59.0701 ~~Submission~~Financial ofStatements ~~Matters~~and ~~to a Vote of Security Holders~~Exhibits.

(a) The special meeting of stockholders of Transatlantic Holdings, Inc. (“TRH”) was held on February 6, 2012 (the “TRH Special Meeting”).

(b) The stockholders (i) adopted the Agreement and Plan of Merger, dated as of November 20, 2011, as it may be amended from time to time (the “Merger Agreement”), by and among TRH, Alleghany Corporation and Shoreline Merger Sub, Inc. (formerly, Shoreline Merger Sub, LLC), (ii) approved a proposal to adjourn the TRH Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there were insufficient votes at the time of such adjournment to approve such proposal and (iii) approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to TRH’s named executive officers in connection with the merger, and the agreements and understandings pursuant to which such compensation may be paid or become payable (the “Executive Compensation”).

(i) Adoption of the Merger Agreement:

Votes For		53,098,846
Against		74,091
Abstain		6,107

(ii) Approval of adjournment of the TRH Special Meeting:

Votes For		48,534,882
Against		4,638,094
Abstain		6,068

(iii) Advisory approval of the Executive Compensation:

Votes For		47,531,268
Against		5,045,378
Abstain		602,397

Section 8 – Other Events

Item 8.01 Other Events

On February 6, 2012, TRH issued a press release announcing that TRH’s stockholders have approved and adopted the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference to this Item 8.01.

Page 3

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit 99.1 Press Release of Transatlantic Holdings, Inc. dated February 6, 2012.


Exhibit No.		Description

99.1		Press Release dated February 22, 2012.

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.

	TRANSATLANTIC HOLDINGS, INC. (Registrant)
	TRANSATLANTIC HOLDINGS, INC.
Date: February 6, 2012	By	/s/ GARY A. SCHWARTZ
	(Registrant)
		Name: Gary A. Schwartz
	By:	/s/ Gary A. Schwartz
		Title: Executive Vice President and General Counsel
		Gary A. Schwartz Executive Vice President and General Counsel
Date: February 22, 2012

Page 4

Exhibit Index

Exhibit No.		Description
ExhibitNo.		Description
99.1		Press Release ~~of Transatlantic Holdings, Inc.~~ dated February 622, 2012.

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