SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON. D.C. 20549
                                    FORM 10-Q

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

For quarterly period ended         March 31, 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.

                           Class                          As of March 31, 2002
                           -----                          --------------------
Common Stock, no par-value                                           1,000,000



<PAGE>


     This quarterly report, filed pursuant to Rule 13a-13 of the General Rules
and Regulations under the Securities Exchange Act of 1934, consists of the
following information as specified in Form 10-Q:

Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

          1.   Balance Sheets, March 31, 2002 and December 31, 2001.

          2.   Statements of Operations and Retained Earnings for the
               three-month periods ended March 31, 2002 and 2001.

          3.   Statements of Cash Flows for the three-month periods ended March
               31, 2002 and 2001.

In the opinion of Management, the accompanying financial statements reflect all
adjustments, consisting of normal recurring accruals, which are necessary for a
fair presentation of the results for the interim periods presented. The
information furnished for the three month period ended March 31, 2002 may not be
indicative of results for the full year.



                                      -2-

<PAGE>


                         INTEGON RE (BARBADOS), LIMITED
                                 BALANCE SHEETS
                           (Expressed in U.S. Dollars)

<TABLE>
<CAPTION>

                                                 March 31, 2002           December 31, 2001
                                                   (unaudited)                 (Audited)
                                              --------------------      --------------------
<S>                                          <C>                       <C>
ASSETS
     Investments                              $          1,000,000      $          1,000,000
     Cash and cash equivalents                               9,311                    12,372
     Accrued investment income                                 178                        86
     Due from shareholder                                   69,143                    63,804
                                              --------------------      --------------------

     Total Assets                             $          1,078,632      $          1,076,262
                                              ====================      ====================

STOCKHOLDERS' EQUITY
     Share Capital
        Common Stock-no par value;
           Authorized - unlimited
           shares; issued and
           outstanding - 1,000,000
           shares at March 31, 2002
           and December 31, 2001              $          1,000,000      $          1,000,000

     Retained Earnings                                      78,632                    76,262
                                              --------------------      --------------------

     Total Stockholders' Equity               $          1,078,632      $          1,076,262
                                              ====================      ====================
</TABLE>



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<PAGE>



                         INTEGON RE (BARBADOS), LIMITED
          STATEMENTS OF OPERATIONS AND RETAINED EARNINGS FOR THE THREE
                  MONTH PERIODS ENDED MARCH 31, 2002 AND 2001

                                   (UNAUDITED)
                           (Expressed in U.S. Dollars)


<TABLE>
<CAPTION>
                                                   Three Month Period        Three Month Period
                                                     Ended March 31,           Ended March 31,
                                                           2002                      2001
<S>                                               <C>                      <C>
INCOME
    Interest earned                                $            2,370        $          12,322
                                                   --------------------      --------------------

TOTAL INCOME                                                    2,370                   12,322
                                                   --------------------      --------------------

RETAINED EARNINGS, beginning of
    period                                                     76,262                   43,667
                                                   --------------------      --------------------

RETAINED EARNINGS, end of period                   $           78,632        $          55,989
                                                   ====================      ====================
</TABLE>



                                      -4-

<PAGE>


                         INTEGON RE (BARBADOS), LIMITED
           STATEMENTS OF CASH FLOWS FOR THE THREE MONTH PERIODS ENDED
                             MARCH 31, 2002 AND 2001
                                    UNAUDITED

                           (Expressed in U.S. Dollars)

<TABLE>
<CAPTION>

                                                                   Three Month Period        Three Month Period
                                                                  Ended March 31, 2002      Ended March 31, 2001
<S>                                                            <C>                       <C>
Cash flows from operating activities:
     Administrative expenses paid                               $             (5,339)     $            (13,139)
     Investment income received                                                2,278                    12,576
                                                                --------------------      --------------------

Net cash used in operating activities                                         (3,061)                     (563)
                                                                ---------------------     ---------------------

Decrease in cash and cash equivalents                                         (3,061)                     (563)

Cash and cash equivalents,
     beginning of period                                                   1,012,372                 1,005,501

Cash and cash equivalents,
     end of period                                              $          1,009,311      $          1,004,938
                                                                --------------------      --------------------

Reconciliation of net income to net cash
     provided by operating activities:
     Net income                                                 $              2,370      $             12,322
     Change in:
         Accrued investment income                                               (92)                      254
         Due from shareholder                                                 (5,339)                  (13,139)
                                                                ---------------------     ---------------------

Net cash used in operating activities                           $             (3,061)     $               (563)
                                                                =====================     =====================
</TABLE>



                                      -5-

<PAGE>


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 the date of this
report, has 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 March 31, 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 $78,632,
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 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.


                                      -6-

<PAGE>


Results of Operations

Because the Company has not commenced operations as of the date of this report,
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 quarter ended March 31, 2002, the Company had $2,370 of investment income
compared with $12,322 of investment income for the comparable period of the
prior year. The reduction in investment income in the quarter under review
compared to the comparable period in the prior year is attributable to
reductions in the rate of interest received on the Company's investments.

The foregoing Management 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.

Part II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

     (b)  No reports on Form 8-K were filed during the quarter for which this
          report is filed.



                                      -7-

<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: May 15, 2002



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