SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549
                                 AMENDMENT NO. 1
                                       TO
                                    FORM 10-Q

 X   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
---- Act of 1934


For quarterly period ended         June 30, 2002
                           ----------------------------

     Transition report pursuant to Section 13 or 15(d) of the Securities
---- Exchange Act of 1934


For the transition period from           to
                               ---------    ---------

Commission File Number      333-34088
                       --------------------

                         Integon Re (Barbados), Limited
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Barbados                                          N/A
--------------------------------------------------------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification No.)

One Financial Place, Collymore Rock, St. Michael, Barbados  N/A
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                                 (246) 436-4895
--------------------------------------------------------------------------------
              (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
                              -----    -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.


<PAGE>


          Class                                   As of June 30, 2002
          -----                                   -------------------
Common Stock, no par-value                             1,000,000


<PAGE>


This Amendment No. 1 to the Form 10-Q of Integon Re (Barbados), Limited (the
"Company") for the quarter ended June 30, 2002, is being filed for the purposes
of adding the "Recent Development" section to the Management's Discussion and
Analysis of Financial Condition and Results of Operations and to provide the
certifications required by Section 906 of the Sarbanes-Oxley Act of 2002.

Item 2.  Management's Discussion And Analysis of Financial
         Condition And Results of Operations

Liquidity

The Company was incorporated on March 20, 2000 and as of June 30, 2002, had not
commenced operations. When it does, its liquidity requirements will relate to
payment of insurance losses, administrative expenses, and dividends. Premiums
generated by the Company's reinsurance business, combined with investment
earnings plus proceeds from the sale of the Company's Participating Shares, will
be its principal sources of funds. The Company believes that such funds will be
sufficient to meet its liquidity requirements in 2002 and in future years to
which its reinsurance liabilities will extend. No capital expenditures are
expected during the next few years.

Capital Resources

The Company's capitalization on December 31, 2001 and June 30, 2002, consisted
of paid in capital with respect to the Common Stock of $1,000,000, and earnings
retained for use in its business in the amount of $76,262 and $81,221,
respectively. In the future, the Company's capitalization will also include paid
in capital with respect to the Participating Shares which will range from
$125,000 to $7,500,000 (depending on the number of Participating Shares sold).

Barbados insurance law requires that the Company maintain a minimum
capitalization of $125,000 and, in addition, that the recorded value of the
Company's assets exceed its liabilities by: (a) $125,000 where the Company's
earned premium in the preceding financial year did not exceed $750,000; (b) an
amount


<PAGE>


equal to 20% of the Company's earned premium for the preceding financial year,
where such income exceeded $750,000 but did not exceed $5,000,000; and (c) an
amount equal to the aggregate of $1,000,000 and 10% of the amount by which the
Company's earned premium for the preceding financial year exceeded $5,000,000.
If the Company's net assets are less than mandated by Barbados law, the Company
has the right to reduce the business related to a Subsidiary Capital Account by
retrocession or any other means to the extent necessary to permit the Subsidiary
Capital Account to meet its pro rata share of the Company's required capital and
surplus.

Results of Operations

Because the Company has not commenced operations as of June 30, 2002, the
Company's only income since incorporation has consisted of investment income
that the Company earned on paid in capital with respect to the Common Stock. For
the three and six-month periods ended June 30, 2002, the Company had investment
income of $2,589 and $4,959, respectively, compared with $9,691 and $22,013 of
investment income for the comparable periods of the prior year. The reduction in
investment income in the quarter and six-month periods under review compared to
the comparable periods of the prior year is attributable to reductions in the
rate of interest received on the Company's investments.

Recent Developments

As of August 1, 2002, the Company had received and accepted subscriptions for
600 shares of its Participating Stock and the Company intends to issue shares
and commence operations in August of 2002.

Forward-Looking Statements

The foregoing Management's Discussion and Analysis of Financial Condition and
Results of Operations contains various forward looking statements within the
meaning of applicable federal securities laws and are based upon the Company's
current expectations and assumptions concerning future events, which are subject
to a number of risks and uncertainties that could cause actual results to differ
materially from those anticipated.


<PAGE>


                                   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.

                   INTEGON RE (BARBADOS), LIMITED (Registrant)

                                    By:  s/Ronald W. Jones
                                         ------------------
                                         Ronald W. Jones
                                         Vice President, Finance
                                         Signing on behalf of
                                         the Registrant, and
                                         Principal Financial Officer


Dated: August 2, 2002


<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Integon Re (Barbados), Limited (the
"Company") on Form 10-Q for the period ending June 30, 2002 as previously filed
with the Securities and Exchange Commission and as amended by this Amendment No.
1 (the "Report"), Gary Y. Kusumi, Chief Executive Officer of the Company, and
Ronald W. Jones, Vice-President-Finance of the Company, each certify, pursuant
to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley of
2002, that:

          (1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

          (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

                                            /s/ Gary Y. Kusumi
                                            --------------------------
                                            Gary Y. Kusumi

                                            August 5, 2002
                                            --------------------------
                                            Date

                                            /s/ Ronald W. Jones
                                            --------------------------
                                            Ronald W. Jones

                                            August 5, 2002
                                            --------------------------
                                            Date