EXHIBIT 99.1


The Board of Directors
Unionamerica Holdings plc



We have audited the consolidated balance sheet of Unionamerica  Holdings plc and
subsidiaries  as of 31 December 1996 and the related  consolidated  statement of
operations,  shareholders'  equity  and cash  flow for the year then  ended.  In
connection with our audit of the consolidated financial statements, we have also
audited the  financial  statement  schedules  I, II, IV, and VI,  (none of which
aforementioned   consolidated   financial  statements  and  financial  statement
schedules  are  separately  presented  herein).   These  consolidated  financial
statements  and  financial  statement  schedules are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements and financial statement schedules based on our
audit.

We conducted our audit in accordance with generally  accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position  of  Unionamerica
Holdings plc and  subsidiaries  as of 31 December 1996, and the results of their
operations  and  their  cash  flows  for the year  ended 31  December  1996,  in
conformity with generally accepted accounting principles in the United States of
America.  Also in our opinion, the related financial statement  schedules,  when
considered in relation to the basic consolidated financial statements taken as a
whole,  present  fairly,  in all material  respects,  the  information set forth
therein.



KPMG Audit Plc
Chartered Accountants
Registered Auditor
London, England

11 March 1997


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The Board of Directors
Unionamerica Holdings plc



We have audited the consolidated  statement of operations,  shareholders' equity
and cash flow of Unionamerica  Holdings plc for the year ended 31 December 1995.
In connection with our audits of the consolidated financial statements,  we have
also  audited  the  financial  statement  schedules  IV and VI,  (none  of which
aforementioned  financial  statements  and  financial  statement  schedules  are
separately  presented  herein).  These  consolidated  financial  statements  and
financial   statement   schedules  are  the   responsibility  of  the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements and financial statement schedules based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the results of Unionamerica  Holdings Plc and
subsidiaries  operations  and their cash  flows for the year  ended 31  December
1995, in conformity with generally accepted accounting  principles in the United
States  of  America.  Also  in our  opinion,  the  related  financial  statement
schedules,  when  considered  in  relation to the basic  consolidated  financial
statements  taken as a whole,  present  fairly,  in all material  respects,  the
information set forth therein.



KPMG
Chartered Accountants
Registered Auditor
London, England

18 March 1996


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