Ownership Submission
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 *
KIRSHNER ALAN I
  2. Issuer Name and Ticker or Trading Symbol
MARKEL CORP [MKL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
C/O MARKEL CORPORATION, 4521 HIGHWOODS PKWY
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2004
(Street)

GLEN ALLEN, VA 23060
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
Common Stock               54,720 D  
Common Stock               6,987.866 I 401(K) Plan (1)
Common Stock               238.917 I By Spouse - 401(K) Plan (1) (2)

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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
Contract (3) (4) (3) (4) 11/04/2004   J(3)(4)   0 (3) (4)     (3)(4) 11/05/2007 Common Stock 5,000 $ 0 (3) (4) 0 (3) (4) D  
Contract (5) (6) (5) (6) 11/04/2004   J(5)(6)   0 (5) (6)     (5)(6) 11/04/2008 Common Stock 10,000 $ 0 (5) (6) 0 (5) (6) D  
Contract (7) (8) (7) (8) 11/04/2004   J(7)(8)   0 (7) (8)     (7)(8) 11/04/2009 Common Stock 5,000 $ 0 (7) (8) 0 (7) (8) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KIRSHNER ALAN I
C/O MARKEL CORPORATION
4521 HIGHWOODS PKWY
GLEN ALLEN, VA 23060
  X     Chairman and CEO  

Signatures

 Alan I. Kirshner   11/08/2004
**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) Holdings under the Markel Corporation 401(K) Plan are reported in units. The information reported herein is based on a plan statement dated as of September 30, 2004 and utilizes the closing stock price on that date of $308.40 per share. As of 9/30/2004, a unit under the Plan represented one share of Common Stock.
(2) Beneficial ownership of securities is expressly disclaimed.
(3) On November 4, 2004, Mr. Kirshner entered into a Prepaid Forward Agreement ("3-Year Forward Agreement") relating to the forward sale of 5000 shares of common stock of Markel Corporation ("Common Stock"). On November 4, 2004, the counterparty to the 3-Year Forward Agreement sold 5000 shares of Common Stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended, at a weighted average per-share price equal to $314.50 (the "3-Year Floor Price"). The 3-year Forward Agreement provides that three business days after November 5, 2007 (the "3-Year Maturity Date"), Mr. Kirshner will deliver to the counterparty to the 3-Year Forward Agreement a number of shares of Common Stock (or, at the election of Mr. Kirshner, the cash equivalent of such shares) based on an agreed formula.
(4) The agreed formula provides that (a) if the closing price per share of Common Stock on the 3-Year Maturity Date ("3-Year Final Price") is less than the 3-Year Floor Price, Mr. Kirshner will deliver 5000 shares; (b) if the 3-Year Final Price is equal to or greater than the 3-Year Floor Price but less than or equal to $408.85 (the "3-Year Cap Price"), Mr. Kirshner will deliver a number of shares equal to the 3-Year Floor Price/3-Year Final Price x 5000; and (c) if the 3-Year Final Price is greater than the 3-Year Cap Price, Mr. Kirshner will deliver a number of shares equal to the product of the sum of [(3-Year Floor Price/3-Year Final Price) + ((3-Year Final Price - 3-Year Cap Price)/3-Year Final Price)] x 5000. In consideration of the 3-Year Forward Agreement, Mr. Kirshner received a price of $1,320,900.00.
(5) On November 4, 2004, Mr. Kirshner entered into a Prepaid Forward Agreement ("4-Year Forward Agreement") relating to the forward sale of 10000 shares of Common Stock. On November 4, 2004, the counterparty to the 4-Year Forward Agreement sold 10000 shares of Common Stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended, at a weighted average per-share price equal to $315.445 (the "4-Year Floor Price"). The 4-year Forward Agreement provides that three business days after November 4, 2008 (the "4-Year Maturity Date"), Mr. Kirshner will deliver to the counterparty to the 4-Year Forward Agreement a number of shares of Common Stock (or, at the election of Mr. Kirshner, the cash equivalent of such shares) based on an agreed formula.
(6) The agreed formula provides that (a) if the closing price per share of Common Stock on the 4-Year Maturity Date ("4-Year Final Price") is less than the 4-Year Floor Price, Mr. Kirshner will deliver 10000 shares; (b) if the 4-Year Final Price is equal to or greater than the 4-Year Floor Price but less than or equal to $425.8508 (the "4-Year Cap Price"), Mr. Kirshner will deliver a number of shares equal to the 4-Year Floor Price/4-Year Final Price x 10000; and (c) if the 4-Year Final Price is greater than the 4-Year Cap Price, Mr. Kirshner will deliver a number of shares equal to the product of the sum of [(4-Year Floor Price/4-Year Final Price) + ((4-Year Final Price- 4-Year Cap Price)/4-Year Final Price)] x 10000. In consideration of the 4-Year Forward Agreement, Mr. Kirshner received a price of $2,563,621.52.
(7) On November 4, 2004, Mr. Kirshner entered into a Prepaid Forward Agreement ("5-Year Forward Agreement") relating to the forward sale of 5000 shares of Common Stock. On November 4, 2004, the counterparty to the 5-Year Forward Agreement sold 5000 shares of Common Stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended, at a weighted average per-share price equal to $315.445 (the "5-Year Floor Price"). The 5-year Forward Agreement provides that three business days after November 4, 2009 (the "5-Year Maturity Date"), Mr. Kirshner will deliver to the counterparty to the 5-Year Forward Agreement a number of shares of Common Stock (or, at the election of Mr. Kirshner, the cash equivalent of such shares) based on an agreed formula.
(8) The agreed formula provides that (a) if the closing price per share of Common Stock on the 5-Year Maturity Date ("5-Year Final Price") is less than the 5-Year Floor Price, Mr. Kirshner will deliver 5000 shares; (b) if the 5-Year Final Price is equal to or greater than the 5-Year Floor Price but less than or equal to $441.6230 (the "5-Year Cap Price"), Mr. Kirshner will deliver a number of shares equal to the 5-Year Floor Price/5-Year Final Price x 5000; and (c) if the 5-Year Final Price is greater than the 5-Year Cap Price, Mr. Kirshner will deliver a number of shares equal to the product of the sum of [(5-Year Floor Price/5-Year Final Price) + ((5-Year Final Price- 5-Year Cap Price)/5-Year Final Price)] x 5000. In consideration of the 5-Year Forward Agreement, Mr. Kirshner received a price of $1,233,705.40.

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