<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934


                  For the quarterly period ended June 30, 1998

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                         Commission File Number 0-23625

                      ANNUITY AND LIFE RE (HOLDINGS), LTD.
             (Exact name of registrant as specified in its charter)



<TABLE>
 <S>                                        <C>
             Bermuda                           Not applicable
 (State or other jurisdiction of                (IRS Employer
  incorporation or organization)            Identification Number)
</TABLE>


               Victoria Hall, Victoria Street,  Hamilton, Bermuda
                    (Address of principal executive offices)


                                  441-296-7667
              (Registrant's Telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes [x]    No [ ]


The number of the Registrant's Common Shares (par value $1.00 per share)
outstanding as of August 13, 1998 was 25,499,999.





<PAGE>   2


                               INDEX TO FORM 10-Q

                         PART I - FINANCIAL INFORMATION


<TABLE>
<CAPTION>
                                                                                            PAGE
 <S>                                                                                       <C>
 ITEM 1.   Unaudited Consolidated Financial Statements


           Consolidated Balance Sheets
           June 30, 1998 and December 31, 1997 ..........................................    3


           Consolidated Statements of Operations
           Three and Six Months ended June 30, 1998......................................    4


           Consolidated Statement of Cash Flows
           Six Months ended June 30, 1998................................................    5



           Consolidated Statements of Changes in Stockholders' Equity
           Three and Six Months ended June 30, 1998......................................    6


           Notes to Unaudited Consolidated Financial Statements..........................   7-9


 ITEM 2.   Management's Discussion and Analysis of
           Financial Condition and Results of Operations ................................  10-12




                                     PART II - OTHER INFORMATION



 ITEM 2.        Changes in Securities and Use of Proceeds


 ITEM 6.        Exhibits and Reports on Form 8-K

 Signatures


 Exhibits
</TABLE>





<PAGE>   3
                      ANNUITY AND LIFE RE (HOLDINGS), LTD.
                          CONSOLIDATED BALANCE SHEETS
                                   UNAUDITED

                      (Expressed in United States Dollars)


<TABLE>
<CAPTION>
                                                           June 30, 1998         December 31, 1997
                                                           -------------         -----------------
<S>                                                      <C>                    <C>
ASSETS

    Cash and cash equivalents                               $  6,414,642                $250,000
    Short term investments                                    51,506,706                      -
    Fixed maturity investments, available for sale,
    at fair value (amortized cost of $326,956,353
    at June 30, 1998: December 31, 1997: $nil)               327,868,707                      -
    Accrued investment income                                  4,637,335                      -
    Receivable for investments sold                           25,007,710                      -
    Other assets                                                 257,597                 233,000
                                                            ------------                --------

           Total Assets                                     $415,692,697                $483,000
                                                            ============                ========

LIABILITIES AND STOCKHOLDERS' EQUITY

    Accounts payable and accrued expenses                   $    508,438                $233,000
    Payable for investments purchased                         57,476,467                      -
                                                            ------------                --------

           Total Liabilities                                $ 57,984,905                $233,000
                                                            ------------                --------

STOCKHOLDERS' EQUITY

Preferred Shares - (par value $1.00; 50,000,000             $         -                 $     -
    shares authorized; no shares outstanding)
Common Shares - (par value $1.00: 100,000,000
    shares authorized; 25,499,999 shares
    outstanding; 1997 - 12,000)                               25,499,999                  12,000
Additional paid-in capital                                   329,513,726                 238,000
Notes receivable from stock sales                             (1,344,312)                     -
Accumulated other comprehensive income                           912,354                      -
Retained earnings                                              3,126,025                      -
                                                            ------------                --------

           Total Stockholders' Equity                       $357,707,792                $250,000
                                                            ------------                --------

           Total Liabilities and Stockholders' Equity       $415,692,697                $483,000
                                                            ============                ========
</TABLE>

See accompanying notes to consolidated financial statements.





                                       3
<PAGE>   4
                      ANNUITY AND LIFE RE (HOLDINGS), LTD.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                   UNAUDITED

                      (Expressed in United States Dollars)


<TABLE>
<CAPTION>
                                                      Three Months Ended          Six Months Ended
                                                         June 30, 1998              June 30, 1998
                                                     ---------------------       -------------------
<S>                                                         <C>                      <C>
REVENUES

    Investment income, net of related expenses              $  4,299,615             $   4,299,615
    Net realized investment gains                                148,674                   148,674

                                                            ------------             -------------
                 Total Revenues                             $  4,448,289             $   4,448,289
                                                            ------------             -------------

BENEFITS AND EXPENSES

    Operating expenses                                      $    845,853             $   1,253,225
    Organizational expenses                                       27,425                    69,039
                                                            ------------             -------------

    Total Benefits and Expenses                             $    873,278             $   1,322,264
                                                            ------------             -------------

         Net Income                                            3,575,011                 3,126,025

         Total Other Comprehensive Income                        912,354                   912,354
                                                            ------------             -------------

         Comprehensive Income                               $  4,487,365             $   4,038,379
                                                            ============             =============

    NET INCOME PER COMMON SHARE:

         Basic                                              $       0.17

         Diluted                                            $       0.16
</TABLE>



See accompanying notes to consolidated financial statements





                                       4
<PAGE>   5
                      ANNUITY AND LIFE RE (HOLDINGS), LTD.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   UNAUDITED

                      (Expressed in United States Dollars)


<TABLE>
<CAPTION>
                                                              Six Months Ended
                                                                June 30, 1998
                                                            ---------------------
    <S>                                                         <C>
    CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                  $     3,126,025
    Adjustments to reconcile net income to cash used in
    operating activities:
    Net realized investment gains                                      (148,674)
    Change in:
    Accrued investment income                                        (4,637,335)
    Other assets                                                        (24,597)
    Accounts payable                                                    275,438
                                                                 --------------

    Net cash used in operating activities                            (1,409,143)
                                                                 ---------------
    CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds from sales of fixed maturity securities                160,662,501
    Purchase of fixed maturity securities                          (455,001,423)
    Purchase of short term investments                              (51,506,706)
                                                                 ---------------

    Net cash used in investing activities                          (345,845,628)
                                                                 ---------------

    CASH FLOWS FROM FINANCING ACTIVITIES
    Net proceeds from sale of company stock                         353,419,413
                                                                 --------------

    Net cash provided by financing activities                       353,419,413
                                                                 --------------


    Increase in cash and cash equivalents                             6,164,642
    Cash and cash equivalents, beginning of period                      250,000
                                                                 --------------

    Cash and cash equivalents, end of period                     $    6,414,642
                                                                 ==============
</TABLE>





See accompanying notes to consolidated financial statements.





                                       5
<PAGE>   6
                      ANNUITY AND LIFE RE (HOLDINGS), LTD.
                      CONSOLIDATED STATEMENT OF CHANGES IN
                              STOCKHOLDERS' EQUITY
                                   UNAUDITED

                      (Expressed in United States Dollars)

<TABLE>
<CAPTION>
                                                   Three months Ended             Six months Ended
                                                      June 30, 1998               June 30, 1998
                                                      -------------               -----------------
    <S>                                              <C>                       <C>
    PREFERRED SHARES PAR VALUE $1.00
    Balance at beginning and end of period           $             -               $          -

    COMMON SHARES PAR VALUE $1.00
    Balance of beginning of period                   $        12,000               $     12,000
    Issuance of shares                                    25,499,999                 25,499,999
    Retirement of shares                                     (12,000)                   (12,000)
                                                     ----------------              ------------


    Balance at end of period                         $    25,499,999               $ 25,499,999
                                                     ---------------               ------------

    ADDITIONAL PAID-IN CAPITAL
    Balance at beginning of period                   $       238,000               $    238,000
    Issuance of shares                                   334,049,964                334,049,964
    Direct equity offering expenses                       (4,774,238)                (4,774,238)
                                                     ----------------              ------------


    Balance at end of period                         $   329,513,726               $329,513,726
                                                     ---------------               ------------


    NOTES RECEIVABLE FROM STOCK SALES
    Balance at beginning of period                   $             -               $          -
    Notes issued                                          (1,325,000)                (1,325,000)
    Accrued interest during period                           (19,312)                   (19,312)
                                                     ----------------              ------------


    Balance at end of period                         $    (1,344,312)              $ (1,344,312)
                                                     ----------------              ------------


    ACCUMULATED OTHER COMPREHENSIVE INCOME
    Balance at beginning of period                   $             -               $          -
    Net unrealized gains on securities                       912,354                    912,354
                                                     ---------------               ------------

    Balance at end of period                         $       912,354               $    912,354
                                                     ---------------               ------------

    RETAINED EARNINGS
    Balance at beginning of period                   $      (448,986)              $          -
    Net income                                             3,575,011                  3,126,025
                                                     ---------------               ------------


    Balance at end of period                               3,126,025                  3,126,025
                                                     ---------------               ------------

    TOTAL STOCKHOLDERS' EQUITY                       $   357,707,792               $357,707,792
                                                     ===============               ============
</TABLE>





                                       6
<PAGE>   7
                      ANNUITY AND LIFE RE (HOLDINGS), LTD.
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.  ORGANIZATION

    Annuity and Life Re (Holdings), Ltd. ("Holdings") was incorporated on
    December 2, 1997 under the laws of Bermuda to provide annuity and life
    reinsurance to insurers and reinsurers through its wholly-owned subsidiary,
    Annuity and Life Reassurance, Ltd.  ("Annuity Reassurance" and, together
    with Holdings, the "Company").  Annuity Reassurance is licensed under the
    insurance laws of Bermuda as a long term insurer.

2.  BASIS OF PRESENTATION

    The accompanying unaudited consolidated financial statements of the Company
    have been prepared in accordance with generally accepted accounting
    principles for interim financial information and in accordance with the
    instructions as to Form 10-Q and Article 10 of Regulation S-X.
    Accordingly, they do not include all of the information and footnotes
    required by generally accepted accounting principles for complete financial
    statements.  These consolidated financial statements should be read in
    conjunction with the audited consolidated financial statements and notes
    thereto contained in the Company's Registration Statement (File No.
    333-43301) dated April 8, 1998. In the opinion of management, all
    adjustments considered necessary for a fair presentation have been included
    in these financial statements.

    It should be noted that, in view of the Company's limited operating
    history, the financial data included herein is not necessarily indicative
    of the results operations or financial condition of the Company in the
    future.

    During the period from the date of its inception to December 31, 1997, the
    Company did not incur any income or expenses that are required to be
    reported in a statement of income or a statement of cash flows under United
    States generally accepted accounting principles.  Therefore, consolidated
    statements of income and cash flows have not been presented for that
    comparative fiscal period.

3.  EARNINGS PER SHARE

    Earnings per share has been calculated in accordance with FASB Statement
    No. 128. The following table sets forth the computation of basic and
    diluted earnings per share for the three month period ending June 30, 1998.
    The Company was nominally capitalized with 12,000 common shares during the
    period from its incorporation to the date of the initial public offering
    and did not commence operations until April, 1998. For this reason the
    presentation of earnings per share for the six month period ended June 30,
    1998 would not provide any meaningful information to investors, and it has
    therefore not been presented.

<TABLE>
<CAPTION>
                                                                               Three Months
                                                                            Ended June 30, 1998
                                                                            -------------------
    <S>                                                                         <C>
    Net Income                                                                  $3,575,011
                                                                                ----------

    Weighted average number of common shares outstanding                        21,016,483
                                                                                ----------

    Weighted average number of common shares outstanding
    including shares issuable from exercise of options and warrants             22,405,132
                                                                                ----------

    Earnings per share                                                             $0.17

    Earnings per share assuming dilution                                           $0.16
</TABLE>





                                       7
<PAGE>   8
                      ANNUITY AND LIFE RE (HOLDINGS), LTD.
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

4.  COMPREHENSIVE INCOME


    The following table presents the components of the Company's comprehensive
    income, other than net income, for the six month period to June 30, 1998:

    UNREALIZED GAINS ON SECURITIES:

<TABLE>
    <S>                                                                        <C>
    Balance at January 1, 1998                                                       -
    Unrealized holding gains arising during period                             $  912,354
    Less reclassification adjustment for gains
         realized in net income                                                      -

                                                                               ----------

    Balance at June 30, 1998                                                   $  912,354
                                                                               ----------
</TABLE>


5.  ORGANIZATIONAL EXPENSES

    All formation and organization costs incurred have been expensed in the
    six-month period ending June 30, 1998.

6.  STOCKHOLDERS' EQUITY

    On April 17, 1998 the Company completed an initial public offering of
    19,640,579 common shares; total proceeds received net of underwriting
    discounts and commissions were $276,932,164. Simultaneous with the initial
    closing of the public offering, direct sales of 5,859,420 common shares and
    397,500 Class B warrants were made to strategic investors, certain members
    of the Board of Directors and Company management; total net proceeds were
    $82,617,806.

    At December 31, 1997 all outstanding common shares of the Company were
    owned by the Annuity Re Purpose Trust, a Bermuda trust.  The Trust was
    established for the sole purpose of providing the initial capitalization to
    the Company.  Subsequent to the initial closing of the initial public
    offering of the Company's common shares on April 15, 1998, the Purpose
    Trust sold such common shares to the Company for an aggregate purchase
    price of $12,000 and such common shares were then canceled.

    At June 30, 1998 total capitalization of the Company after deducting the
    offering costs incurred directly by the Company of $4,774,238 and related
    loans to management in the amount of $1,344,312 was $357,707,792.  The net
    proceeds from the offering were used to provide working capital and to
    capitalize the operating subsidiary, Annuity Reassurance, in support of its
    reinsurance underwriting capacity with all funds being invested in
    accordance with the Company's investment guidelines.

5.  ACCOUNTING STANDARDS

    In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS
    No. 131, "Disclosure about Segments of an Enterprise and Related
    Information", which is effective for the years beginning after December 15,
    1997.  SFAS No. 131 requires that a public company report financial and
    descriptive information about its reportable operating segments pursuant to
    criteria that may differ from current accounting practice.





                                       8
<PAGE>   9
    Operating segments, as defined, are components of an enterprise about which
    separate financial information is available that is evaluated regularly by
    the chief operating decision-maker in deciding how to allocate resources
    and in assessing performance.  The adoption of SFAS No. 131 will not affect
    the Company's results of operations or financial position, but may affect
    the disclosure of segment information.  The Company plans to adopt SFAS No.
    131 during 1998, however SFAS No. 131 need not be applied to interim
    financial information in the initial year of its application.

    In February 1998, the FASB issued SFAS 132 "Employers Disclosures about
    Pensions and other Post Retirement Benefits". This Statement is effective
    for fiscal years beginning after December 15, 1997. The Company considers
    it unlikely that this Statement will affect its disclosures significantly.

    In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
    Instruments and Hedging Activities". This Statement is effective for all
    fiscal quarters of fiscal years beginning after June 15, 1999. The Company
    is currently reviewing the impact of this standard on its financial
    reporting.





                                       9
<PAGE>   10
                      ANNUITY AND LIFE RE (HOLDINGS), LTD.
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

1.  GENERAL

    Annuity and Life Re (Holdings), Ltd. ("Holdings") was incorporated on
    December 2, 1997 under the laws of Bermuda to provide annuity and life
    reinsurance to insurers and reinsurers through its wholly-owned subsidiary,
    Annuity and Life Reassurance, Ltd.  ("Annuity Reassurance" and together
    with Holdings, the "Company").  Annuity Reassurance is licensed under the
    insurance laws of Bermuda as a long term insurer.

2.  OPERATING RESULTS

    Insurance operations commenced in mid-April 1998 following completion of
    the initial public offering and direct sales of the Company's common
    shares.

    For the initial operating three month period ending June 30,1998, the
    Company had consolidated net income of approximately $3,575,000, which is
    $0.17 per common share or $0.16 on a fully diluted basis.  A loss of
    approximately $449,000 was incurred during the three month period ended
    March 31, 1998 relating to expenses and costs incurred in the formation and
    organization of the Company. Earnings per share for the six months ended
    June 30, 1998 is not presented as the nominal capitalization of the Company
    during the period up to the date of the initial public offering results in
    an amount that is not considered meaningful.

    During the Company's first ten weeks of operations ended June 30, 1998, it
    has focused its efforts on developing its underwriting and pricing systems
    and marketing the Company to the leading purchasers of annuity and life
    reinsurance.  While there has been significant interest in the Company from
    life insurance entities, the Company did not execute any reinsurance
    contracts during the period ended June 30, 1998. The earnings for the
    quarter were from the income on the investment portfolio which totaled
    approximately $4,448,000. Operating expenses for the period amounted to
    approximately $873,000 and are in line with the Company's plan to be a low
    cost provider. The Company is working on a number of significant
    reinsurance programs which if successfully finalized  are expected to be
    recorded later in the year.

    Management believes that the results of operations are not indicative of
    future financial results of the Company.  With insurance operations
    beginning in mid April following completion of the initial public offering
    and direct sales of its common shares, the Company is in the early stages
    of a start-up operation.  During 1998, the Company intends to follow its
    business plan for developing its reinsurance business and writing
    reinsurance contracts while maintaining its low cost structure and
    operation.

3.  LIQUIDITY AND CAPITAL RESOURCES

    On April 17, 1998 the Company completed an initial public offering of
    19,640,579 common shares; total proceeds received net of underwriting
    discounts and commissions were $276,932,164.  Simultaneous with the initial
    closing of the public offering, direct sales of 5,859,420 common shares and
    397,500 Class B warrants were made to strategic investors, certain members
    of the Board of Directors and Company management; total net proceeds were
    $82,617,806.

    At December 31, 1997 all outstanding common shares of the Company were
    owned by the Annuity Re Purpose Trust, a Bermuda trust.  The trust was
    established for the sole purpose of providing the initial capitalization to
    the Company.





                                       10
<PAGE>   11
3.  LIQUIDITY AND CAPITAL RESOURCES (cont'd)

    Subsequent to the initial closing of the initial public offering of the
    Company's common shares on April 15,1998, the Purpose Trust sold such
    common shares to the Company for an aggregate purchase price of $12,000 and
    such common shares were then canceled.

    At June 30, 1998 total capitalization of the Company after deducting
    offering costs incurred directly by the Company of $4,774,238 and related
    loans to management in the amount of $1,344,312 was $357,707,792.  The net
    proceeds were used to provide working capital and to capitalize the
    operating subsidiary, Annuity Reassurance, in support of its reinsurance
    underwriting capacity with all funds being invested in accordance with the
    Company's investment guidelines.

    The Company does not presently anticipate that it will incur any material
    indebtedness in the ordinary course of its business other than obtaining
    letters of credit as security for certain of its reinsurance agreements.

    The Company currently has no material commitments for capital expenditures.

4.  INVESTMENT RESULTS

    The net proceeds from the initial public offering were invested by the
    Company in short term and fixed maturity securities in accordance with the
    Company's investment guidelines.  The entire portfolio of fixed maturity
    securities has been classified as available for sale.

    During the initial operating period beginning in late April through June
    30, 1998 investment income, net of expenses was approximately $4,448,000
    including realized investment gains of approximately $149,000.  The average
    earned yield rate on an annualized basis for this period on invested assets
    (cash, short terms and fixed maturity securities) was approximately 6.36%.

    Due to the initial structuring and repositioning of the portfolio there was
    significant turnover. This was intended to optimize the Company's future
    income level and reflects the overall level and movement of interest rates.
    From this turnover, the Company realized approximately $149,000 in
    investment gains. In addition, at June 30, 1998, the Company's portfolio of
    fixed maturity securities had unrealized gains of approximately $912,000
    which was included in Other Comprehensive Income.

5.  FORWARD-LOOKING AND CAUTIONARY STATEMENTS

    The Company and its representatives may from time to time make written or
    oral forward-looking statements, including those contained in the foregoing
    Management's Discussion and Analysis.  In order to take advantage of the
    "safe harbor" provisions of the Private Securities Litigation Reform Act of
    1995, the Company is hereby identifying certain important factors which
    could cause the Company's actual results, performance or achievement to
    differ materially from those that may be contained in or implied by any
    forward-looking statement made by or on behalf of the Company.  The factors
    that could cause such forward-looking statements not to be realized
    include, without limitation, acceptance in the market of the Company's
    reinsurance products; pricing competition; the amount of underwriting
    capacity from time to time in the market; general economic conditions and
    conditions specific to the reinsurance and investment markets in which the
    Company operates, material fluctuations in interest rate levels; regulatory
    changes and conditions; rating agency policies and practices; claims
    development; and loss of key executives.  The Company cautions that the
    foregoing list of important factors is not intended to be, and is not,
    exhaustive.  The Company does not undertake to update any forward-looking
    statement that may be made from time to time by or on behalf of the
    Company.





                                       11
<PAGE>   12
                          PART II - OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS


         Recent Sales of Unregistered Securities

         On April 15, 1998, concurrently with its initial public offering the
         Company sold an aggregate of 5,638,299 Common Shares and Class B
         Warrants to purchase an aggregate of 397,500 Common Shares to The
         Prudential Insurance Company of America, EXEL Limited, Risk Capital
         Reinsurance Company, Insurance Partners, L.P. and Insurance Partners
         Offshore (Bermuda), L.P.  (collectively, the "Strategic Investors")
         pursuant to securities purchase agreements (the "Direct Sales").  The
         Prudential Insurance Company of America purchased 1,028,369 Common
         Shares and Class B Warrants to purchase an additional 72,500 Common
         Shares for an aggregate purchase price of $14.5 million. EXEL Limited
         and Risk Capital Reinsurance Company each purchased 1,418,440 Common
         Shares and Class B Warrants to purchase an additional 100,000 Common
         Shares for an aggregate purchase price for each such purchaser of
         $20.0 million.  Insurance Partners, L.P. purchased 1,143,065 Common
         Shares and Class B Warrants to purchase an additional 80,586 Common
         Shares for an aggregate purchase price of $16.1 million.  Insurance
         Partners Offshore (Bermuda), L.P. purchased 629,985 Common Shares and
         Class B Warrants to purchase an additional 44,414 Common Shares for an
         aggregate purchase price of $8.9 million.

         The securities sold to the Strategic Investors are exempt from
         registration pursuant to Section 4(2) of the Securities Act, based on
         the fact that the securities were sold to accredited investors who had
         access to financial and other relevant data concerning the Company.

         The exercise price of the Class B Warrants is $15.00 per share,
         subject to customary anti-dilution adjustments for certain events,
         including stock-splits and the issuance of Common Shares below the
         exercise price for the Class B Warrants or below the then current fair
         market value of the Common Shares.  The Class B Warrants become
         exercisable in three equal annual installments commencing on the first
         anniversary of the consummation of the Direct Sales.  In the event of
         a change in control of the Company, the Class B Warrants then
         outstanding will become immediately exercisable. The Class B Warrants
         will expire on the tenth anniversary of the consummation of the Direct
         Sales.

         Use of Proceeds

         On April 8, 1998, the Company's Registration Statement on Form S-1
         (File No. 333-43301) was declared effective by the Securities and
         Exchange Commission, and the offering of the Company's Common Shares
         under such Registration Statement commenced. Prudential Securities
         Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BT
         Alex. Brown Incorporated, CIBC Oppenheimer Corp. and Schroder & Co.,
         Inc. (the "Representatives" ) served as the representatives of the
         underwriters of the offering.   The initial closing of the offering
         was held on April 15, 1998. Subsequent to the initial closing, the
         Representatives exercised the underwriters over allotment option in
         full, and the closing of such additional purchases was held on April
         17, 1998.





                                       12
<PAGE>   13
         All of the 19,640,579 Common Shares registered by the Company were
         sold prior to the termination of the offering.  The gross proceeds of
         the offering were $294,608,685 of which $17,676,521 constituted
         underwriting discounts and commissions.  In addition, the Company
         incurred approximately $4,750,000 in expenses related to the offering,
         including $2,000,000 paid to Inter-Atlantic Securities Corporation
         ("IASC") as reimbursement for certain advisory services related to the
         offering and $473,272 paid to IASC as reimbursement for certain
         offering expenses incurred on the Company's behalf.

         Three of the Company's directors are owners, directors and/or officers
         of IASC and/or its parent company, Inter-Atlantic Capital Partners,
         Inc. The net proceeds of the offering (including sales of the
         Strategic Investors and certain of the Company's directors and
         officers, as set forth below) were $353,500,000 of which $8,500,000
         has been invested by the Company in short-term, investment grade,
         interest bearing securities and will be used for working capital
         purposes.  The balance of the net proceeds has been contributed by the
         Company in short-term, investment grade, interest bearing securities
         and will be used for working capital purposes. The balance of the net
         proceeds has been contributed by the Company to Annutiy Reassurance to
         support its reinsurance underwriting capacity and has been invested in
         accordance with Annuity Reassurances investment guidelines. 

         On April 18, 1998, the Company sold by a separate prospectus 221,121
         Common Shares directly to certain of its directors and officers for an
         aggregate purchase price of $3.1 million.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits - The following exhibits are filed as part of this report on
         Form 10-Q:

           11   Computation of Earnings Per Share
           27   Financial Data Schedule


     (b) Reports on Form 8-K - There were no reports on Form 8K filed
         during the period ended June 30, 1998:





                                       13
<PAGE>   14

                      ANNUITY AND LIFE RE (HOLDINGS), LTD.


                                   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 thereunto duly authorized.


<TABLE>
<S>      <C>                               <C>
                                           Annuity and Life Re (Holdings), Ltd.



Date:    August 13, 1998                   -------------------------
                                           Name:   Lawrence S. Doyle
                                           Title:  President and Chief Executive Officer
                                                   (Principal Executive Officer)



Date:    August 13, 1998
                                           ------------------------
                                           Name:   William W. Atkin
                                           Title:  Chief Financial Officer and Treasurer
                                                   (Principal Accounting and Financial Officer)
</TABLE>





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