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 September 30, 1999 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 September 30, 1999         Commission file number 0-28188
                      ------------------                                -------
                                -----------------


                        Chartwell Re Holdings Corporation

             (Exact name of registrant as specified in its charter)
                                -----------------
        Delaware                                                  06-1438493
-------------------------                                    -------------------
(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

Common Stock - $1.00 par value                          100
------------------------------       -------------------------------------------
       Description of Class          Shares Outstanding as of  November 11, 1999
                                    (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 September 30, 1999
          and December  31, 1998.......................................      1
      Condensed Consolidated Statements of Operations for the three
          and nine months ended September 30, 1999 and 1998............      2
      Condensed Consolidated Statements of Cash Flows for the
          nine months ended September 30, 1999 and 1998................      3
      Notes to Condensed Consolidated Financial Statements.............      4

      Item 2 - Management's Discussion and Analysis of Financial
          Condition and Results of Operations..........................      6

PART II  OTHER INFORMATION
      Item 6 - Exhibits and Reports on Form 8-K .......................     15

      Signatures ......................................................     16













                                       i



<PAGE>


PART I    FINANCIAL INFORMATION
Item 1 -  Financial Statements

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

                                                    September 30,   December 31,
                                                         1999          1998
                                                    --------------  ------------
                                                       (Unaudited)
ASSETS:
Investments:
  Fixed maturities:
      Held to maturity (market value 1999, $20,982;
      1998, $31,786)...................................  20,647      $   30,539
      Available for sale (amortized cost 1999, $616,490;
      1998, $637,747)..................................   610,500       659,752
  Other investments....................................    36,625        36,358
  Investments held by managed syndicates...............    86,439        89,228
Cash and cash equivalents..............................    58,881        49,388
Cash and cash equivalents held by managed syndicates...     9,830        10,931
                                                       -----------   -----------
      Total investments and cash.......................   822,922       876,196
Accrued investment income..............................    24,651        10,723
Premiums in process of collection......................   139,359       143,879
Reinsurance recoverable:   on paid losses..............    31,696        19,746
                           on paid losses..............   346,144       239,059
Prepaid reinsurance....................................    53,013        40,933
Goodwill...............................................    54,269        51,902
Deferred policy acquisition costs......................    22,458        24,084
Deferred income taxes..................................    33,897        23,159
Deposits...............................................    21,127        19,975
Other assets...........................................    53,212        78,898
                                                       -----------   -----------
     Total assets..................................... $1,602,748    $1,528,554
                                                       ===========   ===========
LIABILITIES:
Loss and loss adjustment expenses.....................  $941,122       $878,617
Unearned premiums.....................................   115,351        108,495
Other reinsurance balances............................   103,029         53,323
Accrued expenses and other liabilities.................   62,834         64,143
Long term debt.........................................   98,966        108,477
                                                      ------------   -----------
      Total liabilities............................... 1,321,302      1,213,055
                                                      ------------   -----------

COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST.....................................     5,396          7,576
                                                      ------------   -----------
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
Accumulated other comprehensive income:
  Net unrealized appreciation (depreciation) of
     investments.......................................   (6,046)        12,534
  Foreign currency translation adjustment..............     (236)           217
Retained earnings......................................   64,466         77,306
                                                      --------------  ----------
      Total stockholder's equity.......................  276,050        307,923
                                                      --------------  ----------
      Total liabilities and stockholder's equity..... $1,602,748     $1,528,554
                                                      =============  ===========

            See notes to condensed consolidated financial statements



                                       1
<PAGE>





                        CHARTWELL RE HOLDINGS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             (dollars in thousands)
                                   (Unaudited)

                                       Three Month Periods   Nine Month Periods
                                       Ended September 30,   Ended September 30,
                                       --------------------  -------------------
                                         1999        1998       1999      1998
                                       ----------  --------   --------  --------
UNDERWRITING OPERATIONS:
Premiums earned.......................   $47,118   $59,333   $209,112  $168,506
Net investment income.................     6,174    11,808     32,141    35,448
Net realized capital losses...........      (503)     (169)      (833)     (109)
                                       ----------  --------  ---------  --------
      Total revenues..................    52,789    70,972    240,420   203,845
                                       ----------  --------  ---------  --------
Loss and loss adjustment expenses...      51,005    36,108    160,273   101,946
Policy acquisition costs..............    16,941    15,940     62,378    45,524
Other expenses........................     7,434     5,239     21,681    15,519
                                       ----------  --------  ---------  --------
      Total expenses..................    75,380    57,287    244,332   162,989
                                       ----------  --------  ---------  --------
Income (loss) before taxes -
  underwriting operations.............   (22,591)   13,685     (3,912)   40,856
                                       ----------  --------  ---------  --------

SERVICE OPERATIONS:
Service and other revenue.............     3,919     4,259      9,236    10,898
Equity in net earnings of investees...    (1,063)      403       (363)    2,474
Net investment income.................       209       345        618       682
                                       ----------  --------  ---------  --------
      Total revenues..................     3,065     5,007      9,491    14,054
                                       ----------  --------  ---------  --------
Other expenses........................     3,290     3,147      8,381     9,162
Amortization of goodwill..............       467       587      1,392     1,722
                                       ----------  --------  ---------  --------
      Total expenses..................     3,757     3,734      9,773    10,884
                                       ----------  --------  ---------  --------
Income (loss) before taxes - service
     operations.......................      (692)    1,273       (282)    3,170


CORPORATE:
Net investment income.................        14        24         71        76
Net realized capital gains............                 368                  368
General and administrative expenses...       860       577      2,080     1,755
Interest expense......................     2,950     2,635      7,655     7,517
Amortization expense..................       602       221      1,828       636
                                       ----------  --------  ---------  --------
Loss before taxes - corporate.........    (4,398)   (3,041)   (11,492)   (9,464)
                                       ----------  --------  ---------  --------
Consolidated income (loss)  before
     taxes and minority interest......   (27,681)   11,917    (15,686)   34,562
Income tax expense (benefit)..........    (4,522)    3,725       (729)   10,616
                                       ----------  --------  ---------  --------
Net income (loss) before minority
     interest.........................   (23,159)    8,192    (14,957)   23,946
Minority interest.....................     1,737       191      2,117     1,075
                                       ----------  --------  ---------  --------
Net income (loss)..................... $ (21,422)   $8,383   $(12,840)  $25,021
                                       ==========  ========  =========  ========

           See notes to condensed consolidated financial statements.




                                       2
<PAGE>





                        CHARTWELL RE HOLDINGS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)
                                   (Unaudited)
                                                             Nine Month Periods
                                                            Ended September 30,
                                                       -------------------------
                                                          1999           1998
                                                       ------------   ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net premiums collected............................... $184,501        $99,919
  Net losses and loss adjustment expenses paid......... (206,525)      (104,580)
  Overhead expenses....................................  (19,351)       (18,018)
  Service and other revenue, net of related expenses...    8,265           (245)
  Net income taxes paid................................   (5,000)        (5,772)
  Interest received on investments.....................   34,579         35,666
  Interest paid........................................   (8,003)        (8,336)
  Other, net...........................................   (2,840)        (2,727)
                                                       ------------   ----------
      Net cash used  in operating activities...........  (14,374)        (4,093)
                                                       ------------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of available for sale securities...........  (67,684)      (141,607)
   Net cash acquired from investment in Oak Dedicated
   Two Limited.........................................                   6,901
  Maturities of available for sale securities..........   14,544          8,075
  Maturities of held to maturity securities............   10,727          2,430
  Sales of available for sale securities...............   74,879        130,598
                                                       ------------   ----------
      Net cash provided by investing activities........   32,466          6,397
                                                       ------------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of long term debt...........................                   5,624
  Repayment of long term debt..........................  (9,548)           (241)
                                                       ------------   ----------
      Net cash provided by (used in) financing
        activities.....................................  (9,548)          5,383
                                                       ------------   ----------
        Effect of exchange rate on cash................    (152)           (980)
                                                       ------------   ----------
  Net increase in cash and cash equivalents............   8,392           6,707
  Cash and cash equivalents at beginning of period.....  60,319          29,534
                                                       ------------   ----------

  Cash and cash equivalents at end of period........... $68,711         $36,241
                                                       ============   ==========
RECONCILIATION OF NET INCOME TO NET CASH  USED
IN OPERATING ACTIVITIES:
  Net income (loss)....................................($12,840)        $25,021
  Adjustments to reconcile net income to net cash
  used in operating activities:
      Equity in net earnings of investees..............   2,211            (759)
      Net realized capital (gains) losses..............     833            (259)
      Minority interest................................  (2,117)         (1,075)
      Deferred policy acquisition costs................   1,626           2,436
      Unpaid loss and loss adjustment expenses.........  61,388          65,391
      Unearned premiums................................   6,856           7,054
      Other reinsurance balances.......................  37,625             301
      Reinsurance recoverable..........................(119,035)        (54,328)
      Amortization of goodwill.........................   2,365           1,722
      Deferred income taxes............................ (10,738)          7,490
      Net change in receivables and payables...........  17,423         (51,740)
      Other, net.......................................      29          (5,347)
                                                       ============   ==========
        Net cash used in operating activities..........($14,374)        $(4,093)
                                                       ============   ==========

            See notes to condensed consolidated financial statements.



                                       3

<PAGE>



                        CHARTWELL RE HOLDINGS CORPORATION
              Notes to Condensed Consolidated Financial Statements
                               September 30, 1999
                                   (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 1998  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.

NOTE 2 -  COMPREHENSIVE INCOME

         The  components of the Company's  comprehensive  income are net income,
changes in foreign  currency  translation  adjustments and changes in unrealized
appreciation  (depreciation) of investments.  Total comprehensive  income (loss)
for the three month periods ended September 30, 1999 and 1998 was  $(24,272,000)
and $13,276,000,  respectively.  Total comprehensive  income (loss) for the nine
month  periods  ended  September  30,  1999  and  1998  was   $(31,873,000)  and
$33,653,000 respectively.

NOTE 3 -  BUSINESS SEGMENTS

         The  Company's  operations  have been  classified into  four segments--
reinsurance,  controlled  source  insurance,  Lloyd's  underwriting  and service
operations.   The   reinsurance,   controlled   source   insurance  and  Lloyd's
underwriting   segments  include  the  pre-tax  results  of  the  insurance  and
reinsurance  entities over which  management of the Company is  responsible  for
making underwriting  decisions,  including Chartwell  Reinsurance  Company,  The
Insurance  Corporation  of New York,  Oak Dedicated  Limited,  Oak Dedicated Two
Limited and Oak Dedicated Four Limited. The insurance and reinsurance operations
of these  entities have been  separated  among the three segments based upon the
nature  of the  clientele  and  their  business  or  products.  The  measure  of
profitability of the insurance  segments is the composite  underwriting  result,
which represents the gross profit margin on insurance  products before insurance
administrative expenses and consists of premiums, less loss and LAE, acquisition
costs and  commissions.  The service  operations  segment  includes  the pre-tax
results  from  services  or capital  provided  to or  investments  in  insurance
entities   over  which   management  of  the  Company  does  not  influence  the
underwriting decisions and the pre-tax results of Chartwell Advisers Limited and
Chartwell  Managing Agents Limited,  net of related goodwill  amortization.  The
measure of profitability of the service  operations segment is net income (loss)
before taxes, excluding non-recurring  investment and foreign exchange gains and
losses.  Corporate items relate  primarily to capital costs  associated with the
Company's debt as well as unallocated  employee  expenses incurred in connection
with the investigation of possible acquisition targets.



                                       4

<PAGE>

Summarized financial information  concerning the Company's operating segments is
shown in the following table (in thousands):

<TABLE>
<CAPTION>
                                                      Controlled
                                                        Source     Lloyd's       Service
                                        Reinsurance    Insurance   Underwriting  Operations  Corporate   Total
                                            ------------------------------------------------------------------------------------
Nine months ended September 30, 1999
Segment profit or loss:
<S>                                       <C>          <C>          <C>          <C>          <C>       <C>

   Total revenues                         $113,347     $ 35,296     $91,777      $ 9,491      $    71   $  249,982
   Composite underwriting result            (1,138)       2,894     (15,295)                               (13,539)
   Income (loss) before taxes               10,675        2,660     (17,247)        (282)     (11,492)     (15,686)
Segment assets:
   Total assets                           $609,608     $647,086     $274,691     $36,969      $34,394   $1,602,748

Nine months ended September 30, 1998
Segment profit or loss:
   Total revenues                         $127,637     $ 35,913      $40,295     $14,054         $444   $  218,343
   Composite underwriting result            15,653        2,109        3,274                                21,036
   Income (loss) before taxes               34,865        1,894        4,097       3,170       (9,464)      34,562
Segment assets:
   Total assets                           $707,611     $645,288      $80,089     $48,543      $23,801   $1,505,332


</TABLE>


NOTE 4 -  SUBSEQUENT EVENTS

         On October 27, 1999,  Chartwell Re Corporation  ("Chartwell  Re") , the
parent of the Company,  merged with and into Trenwick Group Inc. ("Trenwick") in
an all stock transaction.  Chartwell Re's stockholders received 0.825 of a share
of Trenwick  common  stock for each share of  Chartwell  Re's common  stock in a
tax-free exchange of shares.  Trenwick plans to account for the merger using the
purchase method of accounting under generally accepted accounting principles.

         As a condition to the merger  agreement,  Trenwick is  indemnified  and
guaranteed,  effective  October 27, 1999,  against  adverse  development  in the
Company's  business and such indemnity and guarantee is  accomplished  through a
reinsurance  agreement.  The premiums  payable  under this  agreement  are $56.0
million and will generate an expected tax benefit of $19.6  million,  which will
be recorded as a non-recurring  charge in the Company's fourth quarter financial
statements.

         The Company has aggregate excess of loss reinsurance  treaties in place
for  1997,  1998 and 1999.  As a  condition  to  entering  into the  reinsurance
agreement  described  above, the Company was required to commute these stop loss
reinsurance  treaties,  effective  October 1, 1999.  The loss on  commutation of
$54.4 million and will generate an expected tax benefit of $19.0,  which will be
recorded as a  non-recurring  charge in the Company's  fourth quarter  financial
statements.


                                       5

<PAGE>

         The Company  will  record  merger-related  costs in its fourth  quarter
financial  statements  totaling $13.4  million.  Such costs consist of attorneys
fees,  financial  advisor fees,  accountants'  fees,  severance costs and office
closing costs.

         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 Chartwell  Managing  Agents
Limited ("CMA").  Chartwell Re Holdings Corporation was formed in 1995 to act as
an intermediate  level holding company for Chartwell Re Corporation  ("Chartwell
Re"),  its  parent at that  time.  Chartwell  Re  Holdings  Corporation  and its
subsidiaries are collectively referred to as the Company.

Recent Developments
         On October 27, 1999,  Chartwell Re merged with and into Trenwick  Group
Inc.  ("Trenwick")  in an all stock  transaction.  Chartwell  Re's  stockholders
received  0.825 of a share of Trenwick  common stock for each share of Chartwell
Re's common stock in a tax-free  exchange of shares.  Trenwick  plans to account
for the merger  using the purchase  method of  accounting  under U.S.  generally
accepted accounting principles.

         In addition, as part of the transaction, Chartwell Re purchased, at the
time of the closing of the transaction, a reinsurance policy providing for up to
$100 million in coverage  against  unanticipated  increases  in  Chartwell  Re's
reserves  for business  written on or before the date the merger was  completed.
The reinsurance  policy will apply to all of Chartwell Re's business,  including
its operations at Lloyd's.

         Chartwell  Re's  execution of the Merger  Agreement  and the  resulting
merger of Chartwell Re with and into Trenwick did not cause the preferred  share
purchase  rights  described in Note 15 of the financial  statements set forth in
Chartwell  Re's Annual Report on Form 10-K for the year ended  December 31, 1998
to become  exercisable,  due to an amendment to Chartwell Re's Rights  Agreement
dated as of June 21, 1999.

Results of Operations - Nine Months Ended  September 30, 1999 Compared With Nine
Months Ended September 30, 1998:

         Revenues:  Total  revenues  for the nine  months  ended  September  30,
1999  increased  14.5% to  $250.0 million, compared  to $218.3 million  for  the
comparable period in 1998.



                                       6

<PAGE>

         The  accompanying  table  summarizes gross and net premiums written and
total revenues for the periods indicated:

                                                   Nine Month Periods
                                                   Ended September 30,
                                           -------------------------------------
                                                  1999                  1998
                                           ----------------       --------------
                                                       (in thousands)

Gross premiums written                         $337,461              $256,535
Net premiums written                           $204,444              $157,640
Premiums earned                                $209,112              $168,506
Net investment income                            32,830                36,206
Net realized capital gains (losses)                (833)                  259
Service and other revenue                         9,236                10,898
Equity in net earnings of investees                (363)                2,474
                                           ----------------       --------------
Total Revenues                                 $249,982              $218,343
                                           ================       ==============
Underwriting Operations
         Gross Premiums  Written;  Net Premiums  Written;  Net Premiums  Earned.
Gross premiums written for the first nine months of 1999 were $337.5 million, an
increase of 31.5% compared to the same period in 1998. The  distribution  of the
Company's gross premiums written among its business segments was as follows:

                                                 Nine Month Periods
                                                 Ended September 30,
                                   ---------------------------------------------
                                       1999            1998            % Change
                                   -------------   ------------     ------------
Reinsurance Operations                 $104,041       $128,681          (19.1)%
Specialty Insurance Operations          233,420        127,854           82.6%
                                   -------------   ------------     ------------
          Total                        $337,461       $256,535           31.5%
                                   =============   ============     ============

         Net  premiums  written for the nine  months  ended  September  30, 1999
increased 29.7% to $204.4 million compared to $157.6 million for the same period
in 1998.  The  increase  in both  gross  and net  premiums  written  principally
reflects the Company's underwriting  participation on syndicates managed by CMA,
which  contributed  $124.0  million and $86.2 million of premiums on a gross and
net basis,  respectively,  in the first nine  months of 1999  compared  to $40.5
million and $36.3 million of gross and net premiums,  respectively, in the first
nine months of 1998. In addition,  gross  written  premiums  emanating  from the
Controlled  Source Insurance  segment  increased 25.3% to $109.4 million for the
nine months ended  September  1999 compared to $87.3 million for the same period
in 1998. Net premiums  earned for the nine months ended  September 30, 1999 were
$209.1  million,  an increase of 24.1%  compared to $168.5  million for the same
period in 1998.

         Loss and Loss Adjustment  Expenses.  The Company's  principal  expense,
loss and loss adjustment  expenses  ("LAE") related to the settlement of claims,
was $160.3  million  for the nine  months  ended  September  30,  1999,  a 57.3%
increase  compared to $101.9  million  for the  comparable  period in 1998.  Net
losses and LAE  expressed as a percentage  of net premiums  earned (the loss and
LAE ratio) was 76.6% for the nine months ended  September  30, 1999  compared to
60.5% recorded for the same period in 1998.


                                       7

<PAGE>

         The  increase  in loss and LAE and the loss and LAE  ratio for the nine
months ended  September 30, 1999 is principally  attributable to the recognition
of adverse loss  development  in the first and third quarters of 1999 in respect
of automobile  insurance and extended warranty  reinsurance  previously  written
through Lloyd's  syndicates managed by CMA. CMA sold the Lloyd's syndicate which
wrote the  automobile  insurance  in October of 1998 and the Lloyd's  syndicates
which wrote the extended  warranty  business in November of 1999.  Additionally,
Chartwell  Reinsurance  Company  recorded net reserve  charges of $15.0  million
during  the  third  quarter  of  1999,  reflecting  a  deterioration  in  market
conditions since 1997.

         Policy   Acquisition  Costs.   Policy  acquisition  costs,   consisting
primarily of commissions  paid to ceding companies and agents and brokerage fees
paid to  intermediaries,  less  commissions  received on business ceded to other
reinsurers,  were $62.4  million for the nine months  ended  September  30, 1999
compared to $45.5 million for the same period in 1998. Policy  acquisition costs
expressed as a percentage of net premiums earned (the acquisition expense ratio)
increased to 29.8% from 27.0% in the first nine months of 1998.

         Other  Expenses.  Other expenses  related to  underwriting  operations,
which include underwriting and administrative  expenses,  were $21.7 million for
the nine months ended  September 30, 1999 compared to $15.5 million for the same
period in 1998. The increase principally reflects an increased share of expenses
related to the Company's  underwriting  participation  on syndicates  managed by
CMA. Other expenses  expressed as a percentage of net premiums earned  increased
to 10.4% for the nine months ended  September  30, 1999 compared to 9.2% for the
same period in 1998 resulting primarily from the reduced level of premium volume
related to the Company's  reinsurance  operations without a reduction in related
fixed costs.

         Net Underwriting  Results. For the nine months ended September 30, 1999
the Company's net underwriting result (net premiums earned minus losses, LAE and
underwriting  expenses)  decreased to a net loss of $35.2 million  compared to a
net gain of $5.5 million for the same period in 1998. The  deterioration  in the
underwriting  result is principally  attributable to the adverse  development in
the  first  and  third  quarters  on  business  written  through  CMA's  managed
syndicates as well as the reserve  strengthening in the third quarter of 1999 as
mentioned above. The combined ratio for the nine months ended September 30, 1999
computed in accordance with generally accepted accounting  principles  increased
to 116.8% compared to 96.7% for the same period in 1998.

Service Operations
         Revenue from service operations  decreased to $9.5 million for the nine
months ended September 30, 1999 compared to $14.1 million for the same period in
1998, principally reflecting a reduction in profit commissions and equity in the
earnings of investee companies, in each case associated with CMA's syndicates.

Corporate
         Interest and Amortization. Interest and amortization expenses were $9.5
million for the nine months ended  September  30, 1999  compared to $8.2 million
for the same period in 1998. The increase was due principally to amortization of
goodwill related to recent acquisitions of Lloyd's corporate capital vehicles.


                                       8

<PAGE>

Consolidated
         Net  Investment  Income and Net Realized  Capital  Gains.  Consolidated
after-tax net investment  income,  exclusive of realized and unrealized  capital
gains,  for the nine months ended September 30, 1999 was $23.4 million  compared
to  $25.7  million  for the  same  period  in 1998.  The  carrying  value of the
Company's  invested assets and cash decreased to $822.9 million at September 30,
1999 from $876.2  million at December 31, 1998  primarily due to the increase in
interest rates during the period.  The average  annual tax  equivalent  yield on
invested assets after investment expenses decreased to 5.93% for the nine months
ended September 30, 1999 compared to 6.30% for the same period in 1998.

         The Company realized net capital losses of $833,000 for the nine months
ended  September 30, 1999 compared to net capital gains of $259,000 for the nine
months ended September 30, 1998.

         Income Before Income Taxes and Minority Interest.  Income before income
taxes and minority  interest  decreased to a loss of $15.7  million for the nine
months ended September 30, 1999 compared to income of $34.6 million for the same
period  in  1998.  The  decrease  resulted  primarily  from the  decline  in net
underwriting  results and the reduction in income from service operations in the
first and third quarters of 1999, each as discussed above.

         Income Tax Expense. The provision for Federal income taxes for the nine
months ended September 30, 1999 decreased to a benefit of $0.7 million  compared
with a tax expense of $10.6  million for the same period in 1998.  The effective
tax rate was 4.6% and 30.7% for the nine  months  ended  September  30, 1999 and
1998, respectively.  For both periods, the effective rate is below the statutory
rate of 35% due to the  benefit of  investments  in  tax-advantaged  securities,
offset in part by goodwill  amortization and by a valuation  allowance to reduce
the  deferred  tax asset in  accordance  with the  provisions  of  Statement  of
Financial  Accounting Standards No. 109 ("SFAS 109"). The valuation allowance of
$6.1 million is necessary because  sufficient  uncertainty  exists regarding the
realizability  of  certain  foreign  net  operating  losses  generated   through
September  30, 1999.  The Company will  periodically  review the adequacy of the
valuation  allowance  and  will  recognize  benefits  only  as the  reassessment
indicates  that it is  "more  likely  than  not"  that  these  benefits  will be
realized.   Realization  of  the  related  tax  benefit  will  depend  upon  the
recognition  of  future  earnings  from  foreign   operations  or  a  change  in
circumstances  that cause the  recognition  of these  benefits  to become  "more
likely than not."

         Net Income.  The Company  realized a net loss of $12.8  million for the
nine months ended September 30, 1999 compared with a net profit of $25.0 million
for the same period in 1998 because of the factors discussed above.

                                       9

<PAGE>

Results of  Operations - Three Months Ended  September  30, 1999  Compared  With
Three Months Ended September 30, 1998:

         Revenues:  Total revenues  for the  three  months  ended  September 30,
1999  decreased  26.8%  to  $55.9 million, compared  to  $76.4  million for the
comparable period in 1998.

         The  accompanying  table  summarizes gross and net premiums written and
total revenues for the periods indicated:

                                                       Three Month Periods
                                                        Ended September 30,
                                              ----------------------------------
                                                   1999                  1998
                                              --------------        ------------
                                                         (in thousands)

Gross premiums written                            $88,841               $87,870
                                              ==============        ============
Net premiums written                              $43,373               $56,112
                                              ==============        ============
Premiums earned                                   $47,118               $59,333
Net investment income                               6,397                12,177
Net realized capital gains (losses)                  (503)                  199
Service and other revenue                           3,919                 4,259
Equity in net earnings of investees                (1,063)                  403
                                              --------------        ------------
Total Revenues                                    $55,868               $76,371
                                              ==============        ============

Underwriting Operations
         Gross Premiums  Written;  Net Premiums  Written;  Net Premiums  Earned.
Gross  premiums  written for the third  quarter of 1999 were $88.8  million,  an
increase of 1.1% compared to the same period in 1998.  The  distribution  of the
Company's gross premiums written among its business segments was as follows:

                                                    Three Month Periods
                                                     Ended September 30,
                                    --------------------------------------------
                                       1999              1998         % Change
                                    ------------   -------------    ------------
Reinsurance Operations                $26,096           $44,051         (40.8)%
Specialty Insurance Operations         62,745            43,819          43.2%
                                    ------------   -------------    ------------
          Total                       $88,841           $87,870           1.1%
                                    ============   =============    ============

         Net  premiums  written for the three months  ended  September  30, 1999
decreased  22.7% to $43.4 million  compared to $56.1 million for the same period
in 1998. The decrease in net premiums written principally reflects the Company's
underwriting participation on syndicates managed by CMA, which contributed $25.6
million and $7.5 million of premiums on a gross and net basis, respectively,  in
the third  quarter of 1999  compared to $17.8 million and $15.9 million of gross
and net premiums, respectively, in the third quarter of 1998. In addition, gross
premiums  emanating from the Controlled Source Insurance segment increased 42.7%
to $37.1 million for the three months ended September 30, 1999 compared to $26.0
million for the same period in 1998.  Net  premiums  earned for the three months
ended  September 30, 1999 were $47.1  million,  a decrease of 20.6%  compared to
$59.3 million for the same period in 1998.

         Loss and Loss Adjustment  Expenses.  The Company's  principal  expense,
loss and loss adjustment  expenses  ("LAE") related to the settlement of claims,
was $51.0  million  for the three  months  ended  September  30,  1999,  a 41.3%
increase compared to $36.1 million for the comparable period in 1998. Net losses
and LAE  expressed  as a  percentage  of net  premiums  earned (the loss and LAE
ratio) was 108.2% for the three  months  ended  September  30, 1999  compared to
60.9% recorded for the same period in 1998.


                                       10

<PAGE>

         The  increase  in loss and LAE and the loss and LAE ratio for the three
months ended  September 30, 1999 is principally  attributable to the recognition
of adverse loss  development  in respect of  automobile  insurance  and extended
warranty  reinsurance  previously  written through Lloyd's syndicates managed by
CMA.  CMA sold the Lloyd's  syndicate  which wrote the  automobile  insurance in
October of 1998 and the Lloyd's  syndicates  which wrote the  extended  warranty
business  in  November  of 1999.  Additionally,  Chartwell  Reinsurance  Company
recorded net reserve  charges of $15.0 million during the third quarter of 1999,
reflecting a deterioration in market conditions since 1997.

         Policy   Acquisition  Costs.   Policy  acquisition  costs,   consisting
primarily of commissions  paid to ceding companies and agents and brokerage fees
paid to  intermediaries,  less  commissions  received on business ceded to other
reinsurers,  were $16.9  million for the three months ended  September  30, 1999
compared to $15.9 million for the same period in 1998. Policy  acquisition costs
expressed as a percentage of net premiums earned (the acquisition expense ratio)
increased to 36.0% from 26.9% in the third quarter of 1998.

         Other  Expenses.  Other expenses  related to  underwriting  operations,
which include  underwriting and administrative  expenses,  were $7.4 million for
the three months ended  September 30, 1999 compared to $5.2 million for the same
period in 1998. The increase principally reflects an increased share of expenses
related to the Company's  underwriting  participation  on syndicates  managed by
CMA. Other expenses  expressed as a percentage of net premiums earned  increased
to 15.8% for the three months ended  September 30, 1999 compared to 8.8% for the
same period in 1998.

          Net  Underwriting  Results.  For the three months ended  September 30,
1999 the Company's net  underwriting  result (net premiums  earned minus losses,
LAE and underwriting expenses) decreased to a net loss of $28.3 million compared
to a net gain of $2.0 million for the same period in 1998.  The  combined  ratio
for the three  months  ended  September  30, 1999  computed in  accordance  with
generally accepted accounting  principles  increased to 160.0% compared to 96.6%
for the same period in 1998.

Service Operations
         Revenue from service operations decreased to $3.1 million for the three
months ended  September 30, 1999 compared to $5.0 million for the same period in
1998, principally reflecting a reduction in profit commissions and equity in the
earnings of investee companies, in each case associated with CMA's syndicates.

Corporate
         Interest and Amortization. Interest and amortization expenses were $3.6
million for the three months ended September  30, 1999  compared to $2.9 million
for the same period in 1998. The increase was due principally to amortization of
goodwill related to recent acquisitions of Lloyd's corporate capital vehicles.


                                       11

<PAGE>



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 September 30, 1999 was $4.9 million,  compared
to $8.7  million  for the same  period  in 1998.   The  decrease  resulted  from
revisions  in  estimated  investment  income  from  investments  held by managed
syndicates.   The average annual tax equivalent  yield on invested  assets after
investment expenses decreased to 5.94% for the third quarter of 1999 compared to
6.26% for the same period in 1998.

         The Company  realized  net capital  losses of $503,000  for the quarter
ended September 30, 1999 compared to net capital gains of $199,000 for the three
months ended September 30, 1998.

         Income Before Income Taxes and Minority Interest.  Income before income
taxes and minority  interest  decreased to a loss of $27.7 million for the three
months ended September 30, 1999 compared to income of $11.9 million for the same
period in 1998.  The decrease  resulted  from the  decrease in net  underwriting
results,  the  reduction in income from service  operations  and the increase in
amortization expense, each as discussed above.

         Income Tax  Expense.  The  provision  for Federal  income taxes for the
three months  ended  September  30, 1999  decreased to a benefit of $4.5 million
compared  to a tax  expense of $3.7  million  for the same  period in 1998.  The
effective tax rate was 16.3% and 31.3% for the three months ended  September 30,
1999 and 1998,  respectively.  For both periods, the effective rate is below the
statutory  rate of 35%  due to the  benefit  of  investments  in  tax-advantaged
securities, offset in part by goodwill amortization and by a valuation allowance
to reduce the  deferred tax asset in  accordance  with the  provisions  of  SFAS
109.  The valuation  allowance of $6.1 million is necessary  because  sufficient
uncertainty  exists regarding the realizability of certain foreign net operating
losses  generated  through  September  30, 1999.  The Company will  periodically
review the adequacy of the valuation  allowance and will recognize benefits only
as the  reassessment  indicates  that it is "more  likely  than not" that  these
benefits  will be realized.  Realization  of the related tax benefit will depend
upon the recognition of future  earnings from foreign  operations or a change in
circumstances  that cause the  recognition  of these  benefits  to become  "more
likely than not."

         Net Income.  The Company  realized a net loss of $21.4  million for the
three months ended September 30, 1999 compared with a net profit of $8.4 million
for the same period in 1998 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
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. On February 24, 1999, May
26, 1999 and August 26, 1999 Chartwell  Reinsurance paid a $5.5 million,  a $3.0
million and a $10.0 million dividend, respectively, to the Company. On September
15, 1999,  Chartwell  Reinsurance's  Board of  Directors  declared a dividend of
$11.8  million  payable  to the  Company  on  September  28,  1999.  None of the
dividends  were  "extraordinary  dividends"  under  Minnesota  law and only a de
minimus  amount  remains  available  under  Minnesota  law  for the  payment  of
dividends by Chartwell Reinsurance without regulatory approval in 1999.

                                       12

<PAGE>

         Cash flow from operations for the first nine months of 1999 was ($14.4)
million compared to ($4.1) million for the nine months ended September 30, 1998.
         Sales of available for sale  investments  were $74.9 million and $130.6
million for the nine months  ended  September  30, 1999 and 1998,  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  September  30,  1999,
approximately 90.0% of the Company's bond portfolio was rated A or better ("A-1"
for commercial paper) by Moody's Investors Service.  While  uncertainties  exist
regarding  interest rates and inflation,  the Company  attempts to minimize such
risks and  exposures  by  balancing  the  duration  of assets in its  investment
portfolio  with the  duration of  insurance  and  reinsurance  liabilities.  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 September  30, 1999 was  comprised  primarily of U.S.  Treasury and
government agency,  mortgage pass-through securities and corporate and municipal
bonds.
         Stockholders'  equity  decreased approximately 10.3% to  $276.1 million
at September 30, 1999 from $307.9 million at December 31, 1998.
         The  Company's  outstanding  long-term  debt as of  September  30, 1999
consists  of  Senior  Notes  due  2004,  Loan  Notes  due June  2002 and  credit
facilities agented by First Union National Bank ("First Union"). As of September
30, 1999, the Company's Loan Notes due June 2002 constituted  approximately $5.6
million  (denominated in pounds  sterling) of  indebtedness  and the Company had
outstanding $43.4 million of indebtedness under the credit facilities with First
Union.  The  Company's  ratio  of  long-term  debt to  total  capitalization  at
September 30, 1999 was 26.4%, compared to 26.1% at December 31, 1998.

Year 2000 Compliance
         The Year 2000 issue is the result of computer  programs  being  written
using two digits rather than four to define the  applicable  year. The Company's
computer equipment,  software and devices with imbedded technology that are time
sensitive  may recognize a date using "00" as the year 1900 rather than the year
2000.  This  could  result  in  a  system  failure  or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions  or engage in other  normal  business  activities.  The
consequences   to  the  Company  of  such  failures   could   include   business
interruption, lost revenue or illiquidity. The magnitude of the financial impact
of such potential failures on the Company is not known at this time.
         The Company  believes that it has identified all  significant  computer
hardware and software  applications  and devices with  imbedded  time  sensitive
technology  that are employed by the Company in its operations that will require
modification to ensure Year 2000 Compliance.  The Company is using both internal
and external resources to test all significant computer systems and applications
and to make the  modifications  necessary for Year 2000 Compliance.  The testing
and modification process,  which is proceeding on schedule,  was fully completed
on September 30, 1999. The testing and  modification  process has not materially
interfered  with  the  Company's   Information   Technology  operations  or  the
operations of the Company.

                                       13

<PAGE>

         In addition,  the Company has contacted all of its significant business
partners and service vendors to determine their Year 2000 Compliance  readiness,
as well as the extent to which the Company is vulnerable to any third party Year
2000  issues.  However,  there can be no  guarantee  that the  systems  of other
companies on which the Company's systems rely will become Year 2000 compliant in
a timely  manner,  or that the  failure  by a third  party to  become  Year 2000
compliant would not have a material adverse effect on the Company.
         The  Company has revised its  existing  disaster  recovery  contingency
plans to  address  issues  specific  to the Year 2000  problem.  Such  plans are
intended  to enable the Company to  continue  to operate by  performing  certain
processes  manually,  changing  vendors  and  repairing  or  replacing  existing
systems, where feasible.
         The total cost to the Company to test and modify all systems to be Year
2000  compliant  has  not  been,  and is not  expected  to be,  material  to its
financial  position or results of  operations  in any given year.  To date,  the
Company has budgeted $50,000 to accomplish its Year 2000 testing and remediation
goals  and   approximately  75%  of  the  amount  budgeted  has  been  expended.
Expenditures  to fund Year 2000 testing and  modification  have to date and will
continue to be funded from operating cash flows.
         The  anticipated  completion  dates  for Year 2000  compliance  and the
Company's  contingency  plans and the cost  estimates for the  completion of the
Company's Year 2000 compliance  program are based on management's best estimates
utilizing current data regarding  available  resources,  coordination with third
parties and other relevant  factors and  information  about systems  conversion.
However,  there can be no assurance that these  estimates will be achieved,  and
actual results could differ from the current plan.
         In  addition,  the  Company  may also  have  material  exposure  in its
property and casualty operations to claims related to the Year 2000 issue. It is
not yet  possible  to  determine  whether  such  claims  might  be made  against
insurance or reinsurance  contracts in which the Company participates or if such
claims will be held to have merit.
         Readers are cautioned that forward-looking statements contained in this
description of the Company's  treatment of the Year 2000 issue should be read in
conjunction with the Company's  disclosures  under the heading  "Cautionary Note
Regarding Forward-Looking Statements" below.

Cautionary Note Regarding Forward-Looking Statements
         This  Quarterly  Report on Form 10-Q  contains  statements  that may be
considered to be "forward-looking  statements" within the meaning of Section 27A
of the  Securities  Act of 1933, as amended,  and Section 21E of the  Securities
Exchange Act of 1934, as amended.
         Such statements may include, without limitation, insofar as they may be
considered  to  be  forward-looking   statements,   certain  statements  in  (i)
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations--Results  of  Operations  - Nine  Months  Ended  September  30,  1999
Compared  with Nine Months Ended  September  30,  1998" and "Three  Months Ended
September  30,  1999  Compared  With Three  Months  Ended  September  30,  1998"
concerning (A) certain  relationships among gross premiums written, net premiums
written and net premiums  earned and (B) the  development of reserves in respect
of all or a portion of the Company's  insurance and reinsurance  business;  (ii)
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations--Liquidity and Capital Resources" concerning the potential effects of
certain events on the Company's  indebtedness and portfolios of fixed income and
equity instruments, foreign currency exposure, derivatives positions and certain
other types of  instruments;  (iii)  "Management's  Discussion  and  Analysis of
Financial Condition and Results of Operations--Year 2000 Compliance"  concerning
the costs  and  effects  of Year 2000  compliance;  (iv) such  other  statements
contained in this Quarterly Report that may be considered to be  forward-looking
statements;  and (v) variations of the foregoing statements wherever they appear
in this Quarterly Report.

                                       14

<PAGE>

         All  forward-looking  statements address matters that involve risks and
uncertainties.  Accordingly,  there are or will be important  factors that could
cause  actual  results  to  differ  materially  from  those  indicated  in  such
statements.  The Company believes that these include the following non-exclusive
factors:

i.          the impact of changing market conditions on the Company's business
            strategy;
ii.         the effects of increased  competition  on pricing,  coverage  terms,
            retention of customers and ability to attract new customers;
iii.        greater  severity or frequency of the types of large or catastrophic
            losses which the Company's subsidiaries insure or reinsure;
iv.         faster or more  adverse  loss  development  experience  than that on
            which the Company's underwriting, reserving and investment practices
            are based;
v.          changes in the Company's retrocessional arrangements;
vi.         developments  in global  financial  markets  which  could  adversely
            affect the performance of the Company's investment portfolio;
vii.        litigation,  regulatory or tax developments that could adversely
            affect the Company's business;
viii.       risks associated with the introduction of new products and services;
            and
ix.         the impact of mergers and  acquisitions, including the acquisition
            of the Company by Trenwick.

         The facts set forth above should be considered  in connection  with any
forward-looking  statement  contained in this  Quarterly  Report.  The important
factors that could affect such forward-looking statements are subject to change,
and the Company does not intend to update any  forward-looking  statement or the
foregoing  list of  important  factors.  By this  cautionary  note,  the Company
intends  to avail  itself of the safe  harbor  from  liability  with  respect of
forward-looking  statements  provided by Section 27A and Section 21E referred to
above.


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




                                       15

<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/ Alan L. Hunte
                                    -------------------------------
                                    Alan L. Hunte
                                    Executive Vice President and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)




Dated: November 11, 1999