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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

COLE ROBERT P 		2. Issuer Name and Ticker or Trading Symbol

BERKLEY W R CORP [ BER ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP - Regional Operations
(Last)          (First)          (Middle)

W. R. BERKLEY CORPORATION, 475 STEAMBOAT ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/22/2008
(Street)

GREENWICH, CT 06830
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/22/2008     M    63286   A $9.35   153836   D  
 
Common Stock   2/22/2008     S    31238   D $28.75   122598   (1) (2) D  
 
Common Stock                  8623   (3) I   By 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Common Stock   $9.35   (4) 2/22/2008     M        63286    5/12/2001   (5) 5/12/2008   Common Stock   63286   $0   0   D  
 

Explanation of Responses:
( 1)  Includes 59,063 shares of common stock underlying restrcited stock units that are scheduled to vest as follows: 25,313 on April 4, 2008; 15,750 on May 11, 2009; and 18,000 on December 5, 2010.
( 2)  On April 4, 2006 the common stock of W. R. Berkley Corporation split 3-for-2, resulting in the reporting person's acquisition of an aggregate of 30,183 shares.
( 3)  Between December 5, 2005 and February 22, 2008, the reporting person acquired 3,354 shares of W. R. Berkley Corporation common stock under the W. R. Berkley Corporation Profit Sharing Plan. The information in this report is based on a statement of account dated February 22, 2008.
( 4)  This option was originally reported as covering 12,500 shares at an exercise price of $47.375 per share, and has been adjusted to reflect the 3-for-2 stock splits of July 2002, August 2003, April 2005 and April 2006.
( 5)  Stock Option Grant vested in four equal installments on May 12, 2001, May 12, 2002, May 12, 2003 and May 12, 2004.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COLE ROBERT P
W. R. BERKLEY CORPORATION
475 STEAMBOAT ROAD
GREENWICH, CT 06830

SVP - Regional Operations

Signatures
Robert P. Cole 2/22/2008
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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