Rule 424(b)(3)
                                                              Reg. No. 33-16994


PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 3, 1992)

                             GENERAL RE CORPORATION


                           DIVIDEND REINVESTMENT PLAN

         General Re Corporation (the "Corporation")  hereby offers participation
in its Dividend  Reinvestment  Plan (the "Plan").  The Plan provides  holders of
record of shares of the Corporation's  Common Stock, $.50 par value (the "Common
Stock"),  with a convenient and economical way to purchase  additional shares of
Common Stock without fees of any kind.  Any holder of record of shares of Common
Stock is eligible to join the Plan.

      Participants in the Plan may:

          Automatically  reinvest  cash  dividends on all shares of Common Stock
registered in their names.

          Automatically reinvest cash dividends on less than all their shares of
         Common Stock and continue to receive cash dividends on their  remaining
         shares of Common Stock.

          Invest by making optional cash payments, at any time in any amount, up
         to a  total  of  $10,000  per  calendar  quarter,  whether  or not  any
         dividends on their shares of Common Stock are being reinvested.

      The  price of  shares of  Common  Stock  purchased  under the Plan will be
either (a) if purchased  from the  Corporation,  the average of the high and low
sale  prices of the shares of Common  Stock,  as  reported on The New York Stock
Exchange  (the "NYSE")  consolidated  tape, on the relevant  Investment  Date as
hereinafter  defined, or (b) if purchased in the market or from private sources,
the average cost of all shares purchased in relation to the relevant  Investment
Date.  The closing price of the Common Stock on October 31, 1997 on the NYSE was
$197.19 per share.

      Shareholders who do not choose to participate in the Plan will continue to
receive cash dividends as declared, in the usual manner.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
         AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
          HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
              UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

November 25, 1997



<PAGE>


      No person is authorized to give any information or to make representations
not  contained  in  this   Prospectus   Supplement   and  any   information   or
representations  not  contained  herein  must not be relied  upon as having been
authorized by the Corporation. The delivery of this Prospectus Supplement at any
time does not imply that information herein is correct as of any time subsequent
to the date set forth on the cover of this Prospectus Supplement.

                                      INDEX
                                                                       Page
                                                                       ----
The Corporation                                                        3
The Plan                                                               3
       Purpose                                                         3
       Advantages                                                      4
       Administration                                                  4
       Participation                                                   4
       Purchase and Price of Shares                                    5
       Reports to Participants                                         6
       Certificates for Shares                                         6
       Withdrawals                                                     6
       Miscellaneous                                                   7
Tax Consequences                                                       8
Market Prices of Common Stock and Dividends                            9
Description of Registrant's Securities                                10
       Common Stock                                                   10
       Preferred Stock                                                11
Use of Proceeds                                                       12
Documents Incorporated by Reference                                   13
Legal Matters                                                         13
Experts                                                               13

                              AVAILABLE INFORMATION

      The  Corporation  is  subject  to the  informational  requirements  of the
Securities  Exchange Act of 1934, as amended ("Exchange Act") and, in accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange  Commission (the  "Commission"),  which can be inspected
and copied at the public  reference  facilities  maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549; and
at the Commission's  Regional Offices at Suite 1400,  Citicorp Center,  500 West
Madison  Street,  Chicago,  Illinois  60661;  and Suite 1300,  Seven World Trade
Center,  New York, New York 10048.  Copies of such material can also be obtained
from the Public  Reference  Section of the Commission at prescribed  rates.  The
Commission  also  maintains  a  Web  site  that  contains  reports,   proxy  and
information  statements and other information  regarding registrants such as the
Corporation that file electronically  with the Commission.  Any interested party
may access such  information  at Web site  http://www.sec.gov.  This  Prospectus
Supplement  does not  contain  all  information  set  forth in the  Registration
Statement  and  exhibits  thereto  which  the  Corporation  has  filed  with the
Commission  under the  Securities  Act of 1933 and to which  reference is hereby
made. The Corporation  will provide without charge to each person to whom a copy
of this Prospectus Supplement is delivered, upon written or oral request, a copy
of any of the  documents  incorporated  by  reference  herein,  except  for  the
exhibits to such  documents.  Written  requests should be sent to: Office of the
Secretary, General Re Corporation,  695 East Main Street, Stamford,  Connecticut
06904-2351. Telephone requests may be directed to (203) 328-5000.

      The  Corporation's  securities  are  listed  on the NYSE.  Reports,  proxy
statements and other information  concerning the corporation may be inspected at
the office of the NYSE, 20 Broad Street, New York, New York 10005.


<PAGE>


                                 THE CORPORATION


         The Corporation is a holding company for global reinsurance and related
risk assessment,  risk transfer and risk management operations.  The Corporation
operates four principal businesses: United States property/casualty reinsurance;
international   property/casualty   reinsurance;   life/health  reinsurance  and
financial services. It owns the largest professional property/casualty reinsurer
domiciled in the United States, and it comprises one of the largest  reinsurance
operations in the world.

         Reinsurance  is the  assumption  of all or  part  of a risk  originally
undertaken by another insurer.  The Corporation issues both treaty  reinsurance,
which is a standing  agreement  for the  automatic  cession  and  assumption  of
certain classes of risks identified in the treaty, and facultative  reinsurance,
which provides  reinsurance of individual risks.  Within the United States, most
of the Corporation's  reinsurance business is written on an excess-of-loss basis
under  which the  Corporation  indemnifies  the  ceding  insurer  for  losses on
underlying  insurance  policies  above an amount  stipulated in the  reinsurance
contract.  A majority of the international  reinsurance is written on a pro rata
or proportional  basis, in which the reinsurer shares in a proportional  part of
the original losses and premiums of the business ceded by the primary company.

         The Corporation's life/health operations provide individual life, group
life,  group  health,  long-  term  care,  individual  health  and  finite  risk
reinsurance. Most of the life/health business is written on a treaty basis, with
smaller amounts written on a facultative basis.

         The Corporation's  financial services  operations  include  derivatives
products, insurance brokerage and management, investment management, reinsurance
brokerage and real estate management operations.

         The Corporation's principal executive offices are located at 695 East 
Main Street,  Stamford,  Connecticut 06904-2351 (Telephone: (203) 328-5000).


                                    THE PLAN

      The  text of the  Plan  consists  of the  following  question  and  answer
statements:

Purpose

1.    What is the purpose of the Plan?
      The purpose of the Plan is to provide  shareholders  with a convenient and
simple method of investing in additional  shares of Common Stock without fees of
any kind. The shares  acquired under the Plan will be purchased by the Agent (as
hereinafter  defined)  either  from the  Corporation  or in the  market  or from
private sources. To the extent shares are sold by the Corporation, the Plan will
provide additional funds to the Corporation.  The Corporation intends to add the
proceeds  of such sales to the  general  funds of the  Corporation  for  general
corporate purposes.



<PAGE>



Advantages

  2. What are the advantages of the Plan?
      A participant  in the Plan may have cash dividends on all or less than all
shares of Common Stock  automatically  reinvested,  or may invest in  additional
shares of Common Stock by making optional cash purchases  ("optional  payments")
of up to $10,000 per calendar quarter. Participants in the Plan pay no brokerage
fee or service charge in connection with purchases under the Plan (however, fees
will be charged for full or fractional  shares sold on  termination).  Funds are
fully  invested  through the purchase of  fractions  of shares,  as well as full
shares,  and proportionate cash dividends on fractions of shares will be used to
purchase additional shares.  Participants may avoid the necessity of safekeeping
their certificates for shares credited to their accounts.  Quarterly  statements
of account after each purchase will simplify record keeping.

Administration

  3. Who will administer the Plan?
      Pursuant to the terms of a Dividend Reinvestment Plan Agreement,  American
Stock  Transfer & Trust  Company (the "Agent") will  administer  the Plan,  keep
records,  send statements of account  activity to participants and perform other
duties related to the Plan.  Certificates  for shares  purchased  under the Plan
will be held in  safekeeping  by the Agent for  participants  in its name or its
nominee's name unless a participant  requests  delivery of certificates for some
or all of his or her  shares.  Participants  may contact the Agent by writing to
American Stock Transfer & Trust Company,  40 Wall Street,  46th Floor, New York,
New York 10005, Attention:
Dividend Reinvestment Department, or by telephoning the Agent at 1-800-278-4353.

Participation

  4. Who is eligible to participate?
      Any holder of record of shares of Common Stock is eligible to  participate
in the Plan. To  participate in the Plan, any holder whose shares are registered
in a name  other than its own  (e.g.,  in the name of a broker or bank  nominee)
must have the shares  transferred  into his or her own name and thus  become the
holder of record.

  5. How does an  eligible  shareholder  participate  and when is  participation
effective?
      A  holder  of  record  may  join  the  Plan  at any  time by  signing  the
Authorization Card which accompanies this Prospectus Supplement and returning it
to the Agent in the postage-paid envelope provided. An additional  Authorization
Card may be obtained at any time by written  request to the Agent. A shareholder
electing to join the Plan may  participate  with respect to any number of shares
owned of record.

      Participation  will begin  with the next  record  date for a dividend  for
reinvestment  of cash  dividends  and the next  relevant  Investment  Date  (see
Question 8 below) following receipt by the Agent of the  Authorization  Card for
optional payments.



<PAGE>



6. When and in what amount may optional payments be made?
      A participant  may at any time make optional  payments of a minimum of $10
per  payment  and up to a maximum  of $10,000  per  calendar  quarter.  Since no
interest is paid, participants may wish to send optional payments so as to reach
the Agent shortly before an Investment Date for optional  payments (see Question
8 below).  A participant  may make an optional  payment upon joining the Plan by
enclosing a check or money order  payable in United States  dollars  (payable to
"American Stock Transfer & Trust Company,  Agent") with the Authorization  Card.
Thereafter,  optional payments may be made by such a participant through the use
of a cash payment form which will be attached to each statement of account.


Purchases and Price of Shares

7. How will the price of shares purchased under the Plan be determined?
      The Agent will purchase the shares from the  Corporation to the extent the
Corporation  makes shares  available.  The Agent will  purchase any other shares
required  for the Plan in the  market or from  private  sources.  The  prices of
shares  purchased from the  Corporation  will be the average of the high and low
sale price of the Common  Stock on the relevant  Investment  Date as reported on
the NYSE consolidated  tape. The price of shares purchased in the market or from
private  sources will be the average cost of all shares so purchased in relation
to the relevant Investment Date (see Question 8 below).

  8. When is the Investment Date?
      In any calendar month in which a cash dividend is payable,  the Investment
Date will be the dividend payment date if a business day; if not a business day,
the Investment Date will be the next succeeding business day.

      In all other calendar months, the Investment Date will be the tenth day of
that month if a business day; if not a business day, the Investment Date will be
the next succeeding business day.

      No shares will be purchased  with  optional  payments in the 30-day period
preceding   any  dividend   payment  date  until  the  Common  Stock  is  traded
ex-dividend.

  9. How many shares will be purchased for participants?
      The number of shares to be purchased for a participant  will depend on the
amount of the participant's  dividend or optional payment or both and the prices
of  shares.  Each  participant's  account  will be  credited  with the number of
shares,  including  fractions to three decimal  places,  equal to the total of a
participant's  funds  available for  investment,  divided by the purchase  price
described in Question 7 above.

10. When will shares be purchased?
      Shares acquired from the Corporation will be purchased for the accounts of
the  participants as of the close of business on the relevant  Investment  Date.
Shares acquired in the market or from private sources will be purchased promptly
by the Agent and in no event  later  than 30 days  after a  relevant  Investment
Date. Except where necessary under any applicable  federal securities law, these
purchases may be made on any  securities  exchange where such shares are traded,
in the over-the-counter market or by negotiated transactions, and are subject to
such terms and condition, including price and delivery, to which the Agent

<PAGE>


may agree.  Dividends and voting rights will commence upon settlement,  which is
normally three business days after the purchase, whether from the Corporation or
any other source. For the purpose of making purchases,  the Agent will commingle
each participant's funds with those of all other participants.


Reports to Participants

11. What kind of reports will be sent to participants in the Plan?
      After  each  purchase,  each  participant  will  receive  a  statement  of
cumulative  investments for the year, including share price for tax purposes. In
addition,  each  participant  will  receive,  from  time to time,  copies of all
communications sent to every other stockholder.


Certificates for Shares

12. Will certificates be issued for shares purchased?
      Certificates  for  shares  purchased  under  the  Plan  will  be  held  in
safekeeping by the Agent in its name or its nominee's name. The number of shares
(including fractional interests) held for each participant will be shown on each
statement  of  account.   No  fractional  share  certificates  will  be  issued.
Certificates  for any number of whole  shares  credited  to an  account  will be
delivered to a participant upon request. Any remaining full or fractional shares
will continue to be credited to the account.


Withdrawals

13.   How  does a  participant  withdraw  from  the  Plan  and  how  are  shares
      distributed upon  withdrawal?  A participant may withdraw from the Plan at
      any time by written notice to the Agent. Upon withdrawal from
the Plan,  certificates  for whole shares held for a participant will be sent to
the  participant  with a cash  payment  for any  fraction of a share being held.
Fractions  of shares  will be valued at the closing  market  price of the Common
Stock as reported on the NYSE  consolidated  tape on the date the  withdrawal is
effective,  less any brokerage  fees or  commissions  and any  applicable  stock
transfer  tax from the sale of the whole  shares sold upon  request and the cash
value of any fractional share.

      Upon  withdrawal  from the Plan, a participant may also request in writing
that all or part of the  shares  credited  to his or her  account in the Plan be
sold.  Upon such request,  the Agent will make such sale as soon as  practicable
after  processing the request for withdrawal.  The participant  will receive the
proceeds,  less any  brokerage  fees or  commissions  and any  applicable  stock
transfer  tax,  from the sale of the whole shares sold upon request and the cash
value of any fractional share.

14. When does a withdrawal from the Plan become effective?
      Withdrawal  is  normally  effective  when notice is received by the Agent.
However,  if the notice of withdrawal is received  after a dividend  record date
and before the related  dividend  payment date, the withdrawal will be effective
after  that  dividend  payment  date.  The  dividend  paid on that  date and any
optional  payment  will be  invested  under the  Plan.  The  withdrawal  will be
processed  after the  participant's  account has been  credited  with the shares
purchased.  When a participant  withdraws from the Plan, or upon  termination of
the Plan by the  Corporation,  certificates  for whole  shares  credited  to the
participant's  account  under the Plan will be issued to the  participant  and a
cash payment will be made for any fraction of a share based on the  valuation as
described in Question 13 above.


<PAGE>


15. May a participant request return of an optional payment?
      Any  optional  payment not  already  invested  will be  refunded  upon the
participant's  written request  received by the Agent at least 48 hours prior to
the relevant Investment Date.


Miscellaneous

16. What  happens if a  participant  sells or  transfers  all the shares held of
record in the participant's name?

      A participant may continue to reinvest cash dividends on shares held under
the Plan even  though all shares held of record in the  participant's  name have
been sold or transferred.

17.   What happens if the Corporation  declares a stock split, stock dividend or
      makes a rights offering?  Any stock dividends or split shares  distributed
      by the Corporation on shares credited to a participant's
Plan  account  will be added to the  account.  Stock  dividends  or split shares
distributed on shares registered in a participant's name will be mailed directly
to  the  participant  in  the  same  manner  as  to  shareholders  who  are  not
participating in the Plan.

      In the event of a rights  offering,  the  participant  will receive rights
based upon the total  number of whole shares owned (that is, the total number of
shares registered in the participant's name and the total number of whole shares
held in the account).

18. How will shares be voted at shareholder meetings?
      Whole  shares  held in a  dividend  reinvestment  account  may be voted in
person or by the same proxy sent for the share  registered in the  participant's
own name. If no shares are registered in a  participant's  name, a proxy will be
sent for any whole share held under the Plan.  Shares held  pursuant to the Plan
for which no proxy is received will not be voted.

19.   Are there  limitations on the liabilities of the Corporation and the Agent
      under the Plan?  Neither the  Corporation  nor the Agent will be liable in
      administering the Plan for any act done in good
faith nor for any good faith omission to act, including without limitation,  any
claim of liability  arising from  failure to terminate a  participant's  account
upon such a  participant's  death or with  respect  to the  prices,  or times at
which, or sources from which, shares are purchased for participants.

20. May the Plan be changed or terminated?
      The  Corporation  may suspend,  modify or terminate  the Plan at any time.
Notice  of such  suspension,  modification  or  termination  will be sent to all
participants.  No  such  event  will  affect  any  shares  then  credited  to  a
participant's account.




<PAGE>


                                TAX CONSEQUENCES

      The amount of cash dividends paid by the  Corporation is still  includable
in income  even  though  reinvested  under the Plan.  The cost basis for federal
income tax purposes of any shares acquired through the Plan will be the price at
which the shares are purchased by the Agent for the account of the  participant;
that is, (a) for shares purchased from the Corporation,  the average of the high
and low sale prices for the shares on the relevant  Investment  Date as reported
on the NYSE consolidated tape, or (b) for shares purchased in the market or from
private sources,  the average cost of all shares so purchased in relation to the
relevant  Investment  Date.  In  connection  with  market  purchases,  brokerage
commissions paid by the Corporation on a participant's  behalf are to be treated
as  distributions  subject to income tax in the same  manner as  dividends.  The
amounts paid for brokerage  commissions  are,  however,  includable in the costs
basis of shares purchased.  The information  return sent to participants and the
IRS at year-end will show such amounts paid on their behalf.

      In the case of foreign  shareholders  whose  dividends are subject to U.S.
federal  income tax  withholding,  the Agent will  reinvest  dividends  less the
amount of tax required to be withheld.

      The Corporation  believes the foregoing is an accurate  summary of the tax
consequences  of  participation  in the Plan as of the  date of this  Prospectus
Supplement,  but  participants  should  consult  with  their  own tax and  legal
advisers for advice applicable to their particular situations.





<PAGE>



                   MARKET PRICES OF COMMON STOCK AND DIVIDENDS

The Common  Stock is listed on the NYSE under the symbol  "GRN".  The  following
table sets  forth the high and low  closing  prices of the  Common  Stock on the
NYSE,  as well  as the  dividends  paid  on the  Common  Stock  for the  periods
indicated:


                                               High                       Low
                                               ----                       ---
1995
   First Quarter                             $134 1/8                   $122 7/8
   Second Quarter                             137 5/8                    125 1/2
   Third Quarter                              152 1/8                    129 7/8
   Fourth Quarter                             157 7/8                    142 7/8

1996
   First Quarter                                 $156                   $142 3/8
   Second Quarter                             153 1/4                    139 1/8
   Third Quarter                              154 1/2                    140 7/8
   Fourth Quarter                             169 3/8                    142 1/2

1997
   First Quarter                             $176 3/8                   $151 1/4
   Second Quarter                                 189                        154
   Third Quarter                              208 1/2                    185 1/2
   Fourth Quarter (through October 31)      207 11/16                   193 3/16

      On October 31,  1997,  the closing  sales price of the Common Stock on the
New York Stock Exchange-Composite Transactions Tape was $197.19.

      Holders of Common Stock are entitled to receive dividends when declared by
the Board of Directors of the Corporation out of funds available  therefor.  The
following  table sets forth the cash dividends paid per share during each of the
fiscal years from 1994 through 1996.

                           Annual Cash Dividends Paid

                   1994              1995              1996
                   ----              ----              ----
                  $1.92             $1.96             $2.04

      During each of the first three quarters of 1997, the Corporation paid cash
dividends per share of $.55.

      Future  dividends of the Corporation  will depend upon the earnings of the
Corporation and its  subsidiaries, their financial condition and other factors,
including  applicable  regulations and policies.  See "Description of 
Registrant's Securities."

      The  Corporation  has  announced  its  intention  to continue a program to
repurchase its Common Stock.  In April 1997,  the Board of Directors  authorized
additional repurchases of up to $500,000,000 of the Common Stock.
Purchases are to be made, from time to time, depending on the market conditions.


<PAGE>



                     DESCRIPTION OF REGISTRANT'S SECURITIES


      Under the provisions of its Certificate of Incorporation,  the Corporation
is authorized to issue 250,000,000  shares of Common Stock and 20,000,000 shares
of Preferred Stock without par value.


      Common  Stock.  Subject  to the  rights,  if any,  of the  holders  of any
preferred  stock,  holders of Common  Stock are  entitled  to share  equally and
ratably in earnings of the Corporation and, upon any liquidation, dissolution or
winding-up of the Corporation,  in the distribution of assets of the Corporation
remaining after the payment of all of the Corporation's liabilities.  Holders of
Common Stock have no preemptive or conversion rights and there are no redemption
provisions with respect to the Common Stock.


      Holders of Common  Stock are  entitled  to one vote for each share held of
record at all meetings of shareholders of the Corporation. The holders of Common
Stock do not have  cumulative  voting rights.  Accordingly,  the holders of more
than 50% of the  shares of Common  Stock may elect all of the  directors  of the
Corporation.


      Pursuant to a Shareholder Rights Plan adopted by the Board of Directors of
the  Corporation,  effective  October 31, 1991,  the  registered  holder of each
outstanding share of Common Stock is entitled to purchase from the Corporation a
unit consisting of 1/100 of a share of Series A Junior  Participating  Preferred
Stock at a purchase price of $350.00 per unit, subject to adjustment. The rights
attach to shares of Common Stock  without  separate  rights  certificates  being
distributed.  The rights will separate from the Common Stock and a  distribution
will occur following the announcement  that a group has acquired or obtained the
right to acquire  beneficial  ownership of 20% or more of the outstanding shares
of Common Stock or the  commencement  of a tender offer or exchange  offer which
will  result  in a person  beneficially  owning  20% or more of the  outstanding
shares of Common  Stock.  Until  such  distribution  date,  the  rights  will be
evidenced by Common Stock  certificates and will be transferred only with Common
Stock.  Rights will not be exercisable until the distribution date. In the event
that,  following the distribution date, a person becomes the beneficial owner of
more than 20% of the then outstanding shares of Common Stock, except pursuant to
an offer  for all  outstanding  shares  of Common  Stock  which the  independent
directors of the  Corporation  determine to be fair and in the best  interest of
the  Corporation  and its  shareholders,  each holder of a right will thereafter
have  the  right  to  receive,  upon  exercise,  Common  Stock  (or  in  certain
circumstances   cash,  property  or  other  securities  of  the  Corporation  or
securities  of the  acquiring  company)  having a value  equal to two  times the
exercise  price  of the  right.  In  such  event,  all  rights  that  are  owned
beneficially by the person acquiring 20% or more of the then outstanding  shares
of Common  Stock  shall be null and void.  The  purchase  price  payable and the
number  of  units of  Preferred  Stock or  other  securities  or other  property
issuable upon exercise of the rights are subject to adjustment from time to time
to prevent  dilution:  (i) in the event of a stock dividend on, or  subdivision,
combination or  reclassification  of the Preferred Stock; (ii) if holders of the
Preferred  Stock  are  granted  certain  rights  or  warrants;   or  (iii)  upon
distribution  to holders of  Preferred  Stock of evidences  of  indebtedness  or
assets (excluding  regular quarterly cash dividends).  At any time until 10 days
following the stock  acquisition  date, the Corporation may redeem the rights in
whole but not in part,  at a price of $.01 per  right,  at which time the rights
will terminate.


<PAGE>


      Preferred Stock. Preferred Stock may be issued from time to time in one or
more series with such  designations,  preferences  and selective  participating,
optional  or  other  special   rights  and   qualifications,   limitations,   or
restrictions as shall be determined by resolution by the Board of Directors.


      Series A ESOP Convertible  Preferred  Stock.  Pursuant to a Certificate of
Stock  Designations filed with the Secretary of the State of Delaware on July 6,
1989,  the  Corporation  created  a series  consisting  of  1,754,386  shares of
preferred  stock  without  par value,  designated  as Series A ESOP  Convertible
Preferred Stock (the "ESOP Preferred"). The ESOP Preferred will generally pay an
annual dividend of $6.20 per share subject to increase if the annual dividend on
an  equivalent  share of Common Stock is in excess of $6.20  (excluding  certain
extraordinary  dividends or  distributions  paid in connection  with a tender or
exchange  offer).  The ESOP  Preferred  ranks  senior to the Common  Stock as to
payment of dividends and distribution of assets on liquidation.  Preferred Stock
ranking  senior to or on a parity  with the ESOP  Preferred  may be, but has not
been,  issued. The holders of ESOP Preferred are entitled to vote on all matters
submitted to the holders of the Common Stock,  voting  together with the holders
of Common Stock as one class.  Each share of ESOP Preferred shall be entitled to
the number of votes equal to the number of shares of Common Stock into which the
shares of ESOP Preferred  could be converted on the record date for  determining
the shareholders  entitled to vote,  rounded to the nearest one tenth of a vote.
The ESOP  Preferred  is  convertible  into Common Stock at any time prior to the
fixing of a date for redemption,  initially at a conversion rate of one share of
Common  Stock  for  each  share  of ESOP  Preferred.  Appropriate  anti-dilution
adjustments   will  be  made  to  the  ESOP   Preferred   in  the   event  of  a
reclassification of shares, recapitalization,  issuance of rights or warrants to
purchase Common Stock or similar transactions.


      The ESOP  Preferred is  redeemable,  in whole or in part, at the option of
the  Corporation at any time after July 6, 1994, or on or before July 6, 1994 if
the  Corporation  terminates or partially  terminates the Plan, at the following
redemption prices per share,  expressed as a percentage of the liquidation value
per share:


                         During the Twelve-Month Period
                                Beginning July 6


                                              Price per Share
                                              ---------------
                     1994                       103.625%
                     1995                       102.900%
                     1996                       102.175%
                     1997                       101.450%
                     1998                       100.750%



<PAGE>



and  thereafter at $85.50 per share,  plus, in each case, an amount equal to all
accrued and unpaid dividends  thereon to the date fixed for redemption.  Payment
of the  redemption  price shall be made by the  Corporation in cash or shares of
Common Stock, or a combination of cash and shares. From and after the date fixed
for redemption, dividends on shares of ESOP Preferred called for redemption will
cease to accrue,  the shares will no longer be deemed to be outstanding  and all
rights in respect of the shares  shall  cease,  except the right to receive  the
redemption  price. If less than all of the outstanding  shares of ESOP Preferred
are to be redeemed,  the Corporation shall either redeem a portion of the shares
of each  holder  determined  pro rata based on the number of shares held by each
holder or shall select the shares to be redeemed by lot, as may be determined by
the Board of Directors.

      If the Corporation  elects, by a resolution of its Board of Directors,  to
make payment of all future  redemption prices solely in cash or solely in shares
of Common Stock and notifies the holders of ESOP Preferred of such election, all
such payments  thereafter shall be made in compliance with that election,  which
shall  be  irrevocable.  Shares  of ESOP  Preferred  shall  be  redeemed  by the
Corporation  at a  redemption  price equal to the fair market  value of the ESOP
Preferred  plus an amount equal to all accrued and unpaid  dividends  thereon to
the date fixed for redemption, at the option of the participant, at any time and
from  time to time  upon  notice  to the  Corporation  given  not less than five
business  days  prior to the date  fixed by the  participant  in the  notice for
redemption,  when and to the extent necessary (i) for the participant to provide
for  distributions  required to be made to participants  under, or to satisfy an
investment  election  provided to participants in accordance  with, the Plan, or
any  successor  Plan or (ii) for the  participant  to make payment of principal,
interest or premium due and payable (whether as scheduled or upon  acceleration)
on  indebtedness  of the trust  under the Plan or  indebtedness  incurred by the
holder for the  benefit of the Plan.  In the event of  consolidation,  merger or
similar  transaction the ESOP Preferred will be converted into similar shares of
any successor or resulting  company.  A participant  may also elect to have such
participant's ESOP Preferred shares redeemed as discussed above.

      The foregoing  summary of the terms of the ESOP  Preferred is qualified in
its entirety by reference to the Certificate of Designations which sets forth in
detail  such  terms.  A copy of the  Certificate  of  Designations  will be made
available to any Participant upon request.


                                 USE OF PROCEEDS


      The Corporation does not know the number of shares that will be sold under
the Plan or the prices thereof.  The Corporation will contribute the proceeds to
the capital of the Corporation to be available for general  corporate  purposes,
including advances or capital contributions.



<PAGE>



                       DOCUMENTS INCORPORATED BY REFERENCE


      The  following   documents   previously  filed  with  the  Commission  are
incorporated herein by reference:

         The  Corporation's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1996.

         The  Corporation's  quarterly  reports on Form 10-Q for the quarters 
ended March 31, 1997,  June 30, 1997 and September 30, 1997.

         The  description  of capital  stock of the  Corporation,  including the
Corporation's  Common  Stock  and the  Corporation's  Preferred  Stock  Purchase
Rights,  that is contained in the Corporation's Form 8-A, dated October 3, 1980,
and the  Corporation's  Registration  Statement on Form 8-A, dated September 18,
1991,  filed under the Exchange Act,  including all  amendments or reports filed
for the purpose of updating such description.

      All  reports and other  documents  subsequently  filed by the  Corporation
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Exchange Act, prior to the
termination  of this offering of shares of Common  Stock,  shall be deemed to be
incorporated by reference into this Prospectus Supplement and to be part thereof
from the date of filing of such documents.


                                  LEGAL MATTERS


      Counsel  who has passed  upon legal  matters  concerning  the Plan and the
validity of the shares of Common Stock  offered  hereby is Satterlee  Stephens &
Burke, 230 Park Avenue, New York, New York 10169.


                                     EXPERTS


      The  consolidated  financial  statements of General Re Corporation and its
subsidiaries included in the report on Form 10-K of the Corporation for the year
ended December 31, 1996 referred to above have been audited by Coopers & Lybrand
L.L.P., independent accountants,  as set forth in their report dated January 30,
1997,  accompanying such financial  statements,  and are incorporated  herein by
reference in reliance  upon the report of such firm,  which report is given upon
their authority in accounting and auditing.