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 the quarterly period ended March 31, 1998 or

            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934 for the transition
                                period from to .

For the Quarter Ended March 31, 1998              Commission file number 0-28188
                      --------------                                     -------

                                  -------------
                        Chartwell Re Holdings Corporation
             (Exact name of registrant as specified in its charter)
                                  -------------

               Delaware                                  06-1438943
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                    Identification No.)

                              Four Stamford Plaza,
                                P. O. Box 120043
                        Stamford, Connecticut 06912-0043
               (Address of principal executive offices) (zip code)
                                  -------------

Registrant's telephone number, including area code (203) 705-2500

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.

Common Stock - $1.00 par value                               100
------------------------------                              ------
       Description of Class                         Shares Outstanding
                                                    as of  May 14, 1998
                                               (All shares are privately held,
                                               and there is no public market for
                                               the Company's common shares)

<PAGE>


                        Chartwell Re Holdings Corporation

                               Index To Form 10-Q

PART I  FINANCIAL INFORMATION
        Item 1 -                                                         Page
                                                                         ----
  Condensed Consolidated Balance Sheets at March 31, 1998 and
  December  31, 1997.....................................................  1
  Condensed Consolidated Statements of Operations for the three months
  ended March 31, 1998 and 1997..........................................  2
  Condensed Consolidated Statements of Cash Flows for the three
  months ended March 31, 1998 and 1997...................................  3
  Notes to Condensed Consolidated Financial Statements...................  4

  Item 2 -
  Management's Discussion and Analysis of Financial Condition and
  Results of Operations..................................................  5

PART II..OTHER INFORMATION
        Item 6 -
        Exhibits and Reports on Form 8-K ................................  9
        Signatures ...................................................... 10

                                       i

<PAGE>
                                                    

PART I.       FINANCIAL INFORMATION
ITEM 1 -      Financial Statements

                        CHARTWELL RE HOLDINGS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                  (dollars in thousands, except share amounts)

                                                     March 31,      December 31,
                                                       1998             1997
                                                    -----------     ------------
ASSETS:                                             (Unaudited)
Investments:
  Fixed maturities:
    Held to maturity (market value 1998,
      $37,922;1997, $37,421)........................$   37,008      $    36,630
    Available for sale (amortized cost 1998,
      $646,101; 1997, $645,108).....................   658,616          657,973
  Other investments.................................    42,756           38,043
Cash and cash equivalents...........................    29,910           29,534
                                                      ---------        ---------
          Total investments and cash................   768,290          762,180
Accrued investment income...........................     9,364           10,667
Premiums in process of collection...................   145,372          126,537
Reinsurance recoverable: on paid losses.............    20,702           34,502
                         on unpaid losses...........   235,149          202,593
Prepaid reinsurance.................................    43,585           29,929
Goodwill............................................    54,760           54,259
Deferred policy acquisition costs...................    23,080           26,100
Deferred income taxes...............................    29,078           29,847
Deposits............................................    19,539           19,040
Other assets........................................    73,023           69,406
                                                      ---------        ---------
                                                   $ 1,421,942      $ 1,365,060
                                                   ============      ===========

LIABILITIES:
Loss and loss adjustment expenses...................$  818,949      $   788,240
Unearned premiums...................................   112,598          111,149
Other reinsurance balances..........................    42,418           33,723
Accrued expenses and other liabilities..............    51,000           49,345
Long term debt......................................   109,190          104,126
                                                     ----------       ----------
           Total liabilities........................ 1,134,155        1,086,583
                                                     ----------       ----------
                                                     
COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST...................................     9,313            9,425
                                                     -----------      ----------
STOCKHOLDER'S EQUITY
Common stock, par value $1.00 per share; authorized 
   1,000 shares; shares issued and outstanding 100..                           
  Additional paid-in capital........................   217,866          217,866
  Net unrealized appreciation of investments........     9,505            8,741
  Foreign currency translation adjustment...........       721              296
  Retained earnings.................................    50,382           42,149
                                                      ---------        ---------
          Total stockholder's equity................   278,474          269,052
                                                      ---------        ---------
                                                   $ 1,421,942      $ 1,365,060
                                                   ============     ============

                 See notes to consolidated financial statements.

                                       1

<PAGE>


                        CHARTWELL RE HOLDINGS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             (dollars in thousands)
                                   (Unaudited)  
                                                         Three Month Periods
                                                           Ended March 31,
                                                    ----------------------------
                                                        1998             1997
                                                    ------------     -----------
                                                
UNDERWRITING OPERATIONS:
Premiums earned.................................... $     52,743      $  61,785
Net investment income..............................       11,644          9,831
Net realized capital gains (losses)................           99            (20)
                                                    ------------      ----------
    Total revenues.................................       64,486         71,596
                                                    ------------       ---------
Loss and loss adjustment expenses..................       31,924         42,035
Policy acquisition costs...........................       14,945         17,120
Other expenses.....................................        4,269          3,694
                                                    ------------       ---------
     Total expenses................................       51,138         62,849
                                                    ------------       ---------
Income before taxes - underwriting operations......       13,348          8,747
                                                    ------------       ---------

SERVICE OPERATIONS:
Service and other revenue..........................        3,348          7,534
Equity in net earnings of investees................          748          1,146
Net investment income..............................          208            248
                                                    ------------      ----------
     Total revenues................................        4,304          8,928
                                                    ------------      ----------
Other expenses.....................................        2,686          4,878
Amortization of goodwill...........................          566            517
                                                    ------------      ----------
     Total expenses................................        3,252          5,395
                                                    ------------      ----------
Income before taxes - service operations...........        1,052          3,533
                                                    ------------      ----------
CORPORATE:  
Net investment income..............................           20             94
General and administrative expenses................          542            390
Interest expense...................................        2,479          2,154
Amortization expense...............................          206            164
                                                    ------------      ----------
Loss before taxes - corporate......................       (3,207)        (2,614)
                                                    ------------      ----------
Consolidated income before taxes
      and minority interest........................       11,193          9,666
Income tax expense.................................        3,318          2,799
                                                    ------------      ----------
Net income before minority interest................        7,875          6,867
Minority Interest..................................          358           (189)
                                                    ------------      ----------
Net Income.........................................  $     8,233      $   6,678
                                                     ===========      ==========

                                     
                 See notes to consolidated financial statements.

                                       2

<PAGE>

                        CHARTWELL RE HOLDINGS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)
                                                       Three Month Periods
                                                           Ended March 31,
                                                      --------------------------
                                                           1998          1997
                                                      ------------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net premiums collected....................... $   33,460     $   41,854
        Net losses and loss adjustment expenses......    (33,772)       (44,091)
        Overhead expenses............................     (9,037)       (13,386)
        Service and other revenue....................        301          6,060
        Net income taxes paid........................       (212)          (612)
        Interest received on investments.............     12,114         11,654
        Interest paid................................     (3,480)        (3,336)
        Other, net...................................        215         (4,694)
                                                      ------------    ----------
           Net cash used in operating activities.....       (411)        (6,551)
                                                      ------------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of available for sale securities....    (43,089)       (26,272)
       Maturities of available for sale securities...      4,125          7,876
       Sales of available for sale securities........     35,104         20,512
                                                      ------------    ----------
           Net cash provided by (used in)
           investing activities......................     (3,860)         2,116
                                                      ------------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Issuance of long-term debt......................      5,045          1,486
     Repayment of long-term debt.....................       (389)             -
     Repayment of intercompany loan..................         -          (2,498)
                                                      ------------    ----------
          Net cash provided by (used in)
               financing activities...................     4,656         (1,012)
                                                      ------------    ----------
          Effect of exchange rate on cash............         (9)          (567)
                                                      ------------    ----------
Net increase (decrease) in cash and
   cash equivalents..................................        376         (6,014)
Cash and cash equivalents at beginning of period.....     29,534         50,343
                                                      -----------     ----------
Cash and cash equivalents at end of period........... $   29,910       $ 44,329
                                                      ===========     ==========
RECONCILIATION OF NET INCOME TO NET CASH
USED IN OPERATING ACTIVITIES:
    Net income....................................... $    8,233        $ 6,678
    Adjustments to reconcile net income to net cash
      used in operating activities:
          Equity in net earnings of investees........       (748)        (1,146)
          Net realized capital (gains) losses........        (99)            20
          Minority interest..........................       (358)           189
          Deferred policy acquisition costs..........      3,020         (2,462)
          Unpaid loss and loss adjustment expenses...     30,709         10,345
          Unearned premiums..........................      1,449         14,897
          Other reinsurance balances.................     (4,961)           981
          Reinsurance recoverable....................    (20,628)       (10,911)
          Net change in receivables and payables.....    (18,788)       (25,107)
          Other, net.................................      1,760            (35)
                                                      -----------     ---------
             Net cash used in operating activities... $     (411)      $ (6,551)
                                                      ===========     =========
             
                See notes to consolidated financial statements.

                                       3
<PAGE>

                        CHARTWELL RE HOLDINGS CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 1998
                                   (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

          The accompanying  unaudited interim Condensed  Consolidated  Financial
Statements  of  Chartwell  Re Holdings  Corporation  (the  "Company") have  been
prepared in accordance with generally accepted accounting principles for interim
financial  information,  the  instructions  to  Form  10-Q  and  Article  10  of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
notes  required  by  generally  accepted  accounting   principles  for  complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  accruals)  considered  necessary for fair presentation have
been  included.  Operating  results for any interim  period are not  necessarily
indicative  of results  that may be expected  for the full year.  These  interim
statements  should be read in conjunction with the 1997  consolidated  financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K as filed with the Securities and Exchange Commission.

         Certain account balances from the prior year's  presentation  have been
reclassified to conform to the current year's presentation.

NOTE 2 - NEW ACCOUNTING STANDARD

In June 1997,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards No. 130, "Reporting  Comprehensive Income" ("SFAS
No. 130"),  which became  effective for the Company on January 1, 1998. SFAS No.
130 establishes  standards for reporting and display of comprehensive income and
its  components  (revenues,  expenses,  gains  and  losses)  in a  full  set  of
general-purpose  financial  statements.  This statement  requires that all items
that are required to be recognized under  accounting  standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same  prominence  as other  financial  statements.  It does  not  require  a
specific  format for that  financial  statement  but requires that an enterprise
display an amount representing total comprehensive income for the period in that
financial statement.

The components of the Company's  comprehensive income are net income, changes in
foreign currency translation  adjustments and changes in unrealized appreciation
of investments.  Total  comprehensive  income (loss) for the three month periods
ended March 31, 1998 and 1997 was $9,422,000 and ($2,702,000), respectively.



                                       4
<PAGE>

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

Chartwell Re Holdings Corporation
          Chartwell Re Holdings Corporation is an insurance holding company with
global  underwriting  and service  operations,  conducting  its  business in the
United  States  and  in the  Lloyd's  market  through  its  principal  operating
subsidiaries,  Chartwell  Reinsurance  Company  ("Chartwell  Reinsurance"),  The
Insurance  Corporation  of New York  ("INSCORP")  and Archer Group  Holdings plc
("Archer").   Chartwell  Re  Holdings   Corporation  and  its  subsidiaries  are
collectively  referred to as the Company.  The Company was formed in 1995 to act
as  an  intermediate  level  holding  company  for  its  parent,   Chartwell  Re
Corporation, a company whose stock is traded on the New York Stock Exchange.

Results of  Operations - Three Months Ended March 31, 1998  Compared  With Three
Months Ended March 31, 1997:

          Revenues:  Total  revenues  for the three  months ended March 31, 1998
decreased  14.6% to $68.8 million,  compared to $80.6 million for the comparable
period in 1997.
           The accompanying  table summarizes gross and net premiums written and
total revenues for the periods indicated:
                                                Three Month Periods
                                                  Ended March 31,
                                     ---------------------------------------
                                            1998                  1997
                                       ---------------         ------------
                                                    (in thousands)

Gross premiums written                       $81,859               $96,676
                                             =======               =======
Net premiums written                         $41,562               $69,912
                                             =======               =======
Premiums earned                              $52,743               $61,785
Net investment income                         11,872                10,173
Net realized capital gains (losses)               99                  (20)
Service and other revenue                      3,348                 7,534
Equity in net earnings of investees              748                 1,146
                                             -------               -------
Total Revenues                               $68,810               $80,618
                                             =======               =======


Underwriting Operations
         Gross Premiums  Written;  Net Premiums  Written;  Net Premiums  Earned.
Gross  premiums  written  for the first  quarter of 1998 were $81.9  million,  a
decrease of 15.3% compared to the same period in 1997. The  distribution  of the
Company's gross premiums written among its business segments was as follows:

                                        Three Month Periods
                                           Ended March 31,      
                                      ------------------------  
                                          1998          1997    % Change
                                      -----------   ---------   --------
Gross Premiums Written from 
     Reinsurance Operations              $44,438      $74,034    -40.0%
Gross Premiums Written from
     Specialty Insurance Operations       37,421       22,642     65.3%
                                         -------      -------
                                   
                             Total       $81,859      $96,676    -15.3%
                                         =======      =======

         The decrease in gross premiums written from  reinsurance  operations is
primarily  attributable to the non-renewal of several large treaties  written in
1997.  Certain of the treaties were  non-renewed at the Company's option because
the price fell below levels at which the Company was willing to write  business,
and others were not renewed because the ceding companies were directly  affected
by  consolidation  activity in the industry.  Pro forma for the  elimination  of
these  contracts,  gross premiums  written from  reinsurance  operations for the
three  months ended March 31, 1998 were $38.4  million,  a decrease of 7.5% from
$41.6 million for the same period in 1997.

                                       5
<PAGE>

          Net  premiums  written  for the three  months  ended  March  31,  1998
decreased  40.6% to $41.6 million  compared to $69.9 million for the same period
in 1997.  The  decrease  in both gross and net  premiums  written  reflects  the
Company's  response  to the  persistence  of intense  price  competition  in the
reinsurance operations, offset in part by the continued growth of the Controlled
Source  Insurance  business,  which  increased 40.6% and 116.3% in gross and net
premiums  written,  respectively,  as well as the addition of premiums  from the
Company's  dedicated  corporate capital vehicles which participate on syndicates
managed by Archer (the "Dedicated  Vehicles"),  amounting to almost $5.6 million
for the first  quarter of 1998.  Net premiums  earned for the three months ended
March 31, 1998 were $52.7 million, a decrease of 14.6% compared to $61.8 million
for the same period in 1997.

         Loss and Loss Adjustment  Expenses.  The Company's  principal  expense,
loss and loss adjustment  expenses  ("LAE") related to the settlement of claims,
was $31.9  million for the three months  ended March 31, 1998, a 24.1%  decrease
compared to $42.0  million for the  comparable  period in 1997.  The decrease is
principally  attributable to the decrease in net premiums earned noted above and
the  decrease in the loss ratio noted below.  Net losses and LAE  expressed as a
percentage of net premiums earned (the loss and LAE ratio) improved to 60.5% for
the three months ended March 31, 1998 from 68.0% recorded for the same period in
1997. The improvement of 7.5 percentage points in the loss and LAE ratio for the
three  months  ended  March  31,  1998  was a result  of a change  in the mix of
business  as  well  as the  benefits  of  new  reinsurance  programs,  including
aggregate excess of loss reinsurance  treaties,  and the enhancement of existing
reinsurance programs.

         Policy   Acquisition  Costs.   Policy  acquisition  costs,   consisting
primarily of  commissions  paid to ceding  companies and brokerage  fees paid to
intermediaries, less commissions received on business ceded to other reinsurers,
were $14.9  million for the three months ended March 31, 1998  compared to $17.1
million for the same period in 1997.  Policy  acquisition  costs  expressed as a
percentage of net premiums earned (the  acquisition  expense ratio) increased to
28.3% from 27.7% in the first  quarter of 1997.  The increase is due to a change
in the Company's mix of business.

         Other  Expenses.  Other expenses  related to  underwriting  operations,
which include  underwriting and administrative  expenses,  were $4.3 million for
the three  months  ended  March 31, 1998  compared to $3.7  million for the same
period in 1997. Other expenses  expressed as a percentage of net premiums earned
increased to 8.1% for the three months ended March 31, 1998 compared to 6.0% for
the same period in 1997  reflecting  the  reduced  level of premium  volume.  In
addition, 1998 overhead expenses include a pro rata share of expenses related to
participation by the Dedicated Vehicles which, in general,  are  proportionately
greater  relative to premium  volume than  overhead  expenses for the  Company's
other business segments.

         Net Underwriting Results. For the three months ended March 31, 1998 the
Company's net  underwriting  result (net premiums  earned minus losses,  LAE and
underwriting  expenses) was $1.6 million compared to a net underwriting  loss of
$1.1  million  for the same  period in 1997.  The  combined  ratio for the three
months  ended March 31, 1998  computed in  accordance  with  generally  accepted
accounting  principles  improved to 96.9% compared to 101.7% for the same period
in 1997.  Although  the loss  ratio  component  improved  to 60.5% for the three
months ended March 31, 1998 from 68.0% recorded for the same period in 1997, the
expense ratio  increased to 36.4% for the three months ended March 31, 1998 from
the 33.7% recorded for the same period in 1997, for the reasons noted above.

                                       6
<PAGE>

Service Operations
         Revenue from service operations decreased to $4.3 million for the three
months  ended  March 31, 1998  compared  to $8.9  million for the same period in
1997,  principally reflecting a reduction in profit commissions due to declining
underwriting   profitability  at  Archer  as  a  result  of  competitive  market
conditions at Lloyd's.

Corporate
         Interest and Amortization. Interest and amortization expenses were $2.7
million for the three months  ended March 31, 1998  compared to $2.3 million for
the same period in 1997. The increase was due principally to fees for letters of
credit  supporting  the Company's  corporate  capital at Lloyd's,  interest on a
capital  lease  entered  into in the second  quarter of 1997 and an  increase in
interest rates on debt denominated in pounds sterling.

Consolidated
         Net  Investment  Income and Net Realized  Capital  Gains.  Consolidated
after-tax net investment  income,  exclusive of realized and unrealized  capital
gains,  for the three months ended March 31, 1998 was $8.4 million,  compared to
$7.3 million for the same period in 1997.  The carrying  value of the  Company's
invested  assets and cash  increased  to $768.3  million at March 31,  1998 from
$762.2 million at December 31, 1997 primarily due to the Company's  draw-down on
its  revolving  credit  facility.  The average  annual tax  equivalent  yield on
invested  assets  after  investment  expenses  increased  to 6.65% for the first
quarter of 1998 compared to 6.34% for the same period in 1997. The Company's pro
rata share of  investment  income from the  Dedicated  Vehicles is excluded from
this  calculation  because the related  invested  assets are not included in the
Company's consolidated balance sheet.

         The Company realized net capital gains of $99,000 for the quarter ended
March 31, 1998  compared to net capital  losses of $20,000 for the three  months
ended March 31, 1997.

          Income Before Income Taxes and Minority Interest. Income before income
taxes and  minority  interest  increased  to $11.2  million for the three months
ended March 31, 1998  compared to $9.7 million for the same period in 1997.  The
increase  resulted  primarily from the improvement in net  underwriting  results
discussed  above,  offset,  in part,  by the  reduction  in income from  service
operations.

         Income Tax  Expense.  The  provision  for Federal  income taxes for the
three months ended March 31, 1998  increased to $3.3 million  compared with $2.8
million for the same period in 1997.  The effective tax rate was 29.6% and 29.0%
for the three months ended March 31, 1998 and 1997, respectively.  The principal
factor in the decline below the  statutory  rate of 35% for both periods was the
benefit of investments in tax-advantaged securities.

         Net Income.  The Company  realized a net profit of $8.2 million for the
three months ended March 31, 1998 compared with a net profit of $6.7 million for
the  comparable  1997 period  because of the factors  discussed  above. 

Liquidity and Capital Resources
         As a holding  company,  the Company's  assets consist  primarily of the
stock  of its  direct  and  indirect  subsidiaries.  The  Company's  cash  flow,
therefore,  depends  largely  on  dividends  and other  statutorily  permissible
payments  from its  operating  subsidiaries  whose  principal  sources  of funds

                                       7
<PAGE>

consist of net premiums, reinsurance recoveries,  investment income and proceeds
from sales and  redemptions  of  investments.  Funds are  applied  primarily  to
payments of claims,  operating  expenses and income taxes and to the purchase of
investments,  largely fixed income securities.  Cash and short-term  investments
are maintained for the payment of claims and expenses.
          Cash  flow  used by  operations  for the  first  quarter  of 1998  was
$411,000 compared to $6,551,000 for the three months ended March 31, 1997.
         Sales of available  for sale  investments  were $35.1 million and $20.5
million for the three months ended March 31, 1998 and 1997, respectively.  There
was no unusual trading activity in either period.
          The   Company's    investment    portfolio   consists   primarily   of
investment-grade   fixed   maturity   debt   securities.   At  March  31,  1998,
approximately  92.8% of the bond  portfolio  was  rated A or better  ("A-1"  for
commercial paper) by Moody's. While uncertainties exist regarding interest rates
and  inflation,  the Company  attempts to minimize  such risks and  exposures by
balancing  the  duration  of  insurance  and  reinsurance  liabilities  with the
duration of assets in its investment portfolio.  The current market value of the
Company's  fixed  maturity  investments is not  necessarily  indicative of their
future  valuation.  The Company does not have any  investments in real estate or
high-yield  bonds  and  does  not have any  non-income  producing  fixed  income
investments.  The Company's fixed income securities  portfolio at March 31, 1998
was  comprised  primarily  of U.S.  Treasury  and  government  agency,  mortgage
pass-through securities and corporate and municipal bonds.
         Stockholders' equity increased  approximately 3.5% to $278.5 million at
March 31, 1998 from $269.1  million at December  31,  1997.
         The  Company's  outstanding  debt as of March 31, 1998  includes  $48.8
million in  principal  amount of 10 1/4% Senior  Notes Due 2004 and $7.7 million
(disseminated  in pounds sterling) of Loan Notes due June 2002 and $44.3 million
under credit  facilities  agented by First Union National Bank N. A. (the "First
Union Credit Facility").  The Loan Notes bear interest at a rate per annum equal
to one percent below the Sterling London Interbank Offered Rate. The First Union
Credit Facility provides term loans of approximately $50.0 million (a portion of
which is disseminated in pounds  sterling) and a $60.0 million  revolving credit
facility. The Company's ratio of long-term debt to total capitalization at March
31, 1998 increased to 28.2% from 27.9% at December 31, 1997.
         The agreements  governing the foregoing debt obligations  significantly
restrict the ability of the Company's  operating  subsidiaries  to make dividend
and other payments to the Company.
         Dividend payments by the Company's  operating  subsidiaries are subject
to limits under the laws of the States of Minnesota and New York,  respectively.
Up to $26.3  million is available  under the laws of the State of Minnesota  for
the payment of dividends by Chartwell Reinsurance without regulatory approval in
1998. No dividends have been declared or paid by Chartwell  Reinsurance in 1998.
Under New York law,  the  maximum  dividend  payable  by  INSCORP  to  Chartwell
Reinsurance  in 1998 without  regulatory  approval is $11.4  million.  Moreover,
notwithstanding the receipt of any dividend from INSCORP,  Chartwell Reinsurance
may make dividend payments only to the extent permitted under Minnesota law.
         The maximum dividend permitted by law is not indicative of an insurer's
actual  ability to pay  dividends,  which may be  constrained  by  business  and
regulatory  considerations,  such as the impact of dividends  on surplus,  which
could  affect an  insurer's  ratings  or  competitive  position,  the  amount of
premiums  that  can  be  written  and  the  ability  to  pay  future  dividends.
Furthermore,  beyond  the  limits  described  in the  preceding  paragraph,  the
Minnesota and New York  regulators  have discretion to limit further the payment
of dividends by insurance companies domiciled in their states.

                                       8
<PAGE>

PART II  OTHER INFORMATION


    Item 6  -  Exhibits and Reports on Form 8-K

               (a) Exhibits

                   27 - Financial Data Schedule

               (b) Reports on Form 8-K

                    None

               (c) Signatures






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<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.


                            CHARTWELL RE HOLDINGS CORPORATION
                            (Registrant)




                            /s/ Charles E. Meyers
                            ---------------------------------
                            Charles E. Meyers
                            Duly Authorized Officer and Senior
                            Vice President and Chief Financial Officer












Dated: May 12, 1998


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