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, 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 March 31, 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 __

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 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 -  Financial Statements                                     Page
                                                                         ----
      Condensed Consolidated Balance Sheets at March 31, 1999 
          and  December  31, 1998....................................      1
      Condensed Consolidated Statements of Operations for the 
          three months ended March 31, 1999 and 1998.................      2
      Condensed Consolidated Statements of Cash Flows for the 
          three months ended March 31, 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........................      5

PART II. OTHER INFORMATION
      Item 6 - Exhibits and Reports on Form 8-K......................     10
      Signatures ....................................................     11
















                                       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,
                                                           1999         1998
                                                        ----------  ------------
                                                               (Unaudited)
ASSETS:
Investments:
  Fixed maturities:
      Held to maturity (market value 1999,
      $30,295; 1998, $31,786)...............................  29,394     $30,539
      Available for sale (amortized cost 1999;
      $631,527; 1998, $637,747)............................. 645,362     659,752
  Other investments.........................................  48,326      36,358
  Investments held by managed syndicates.................... 107,583      89,228
Cash and cash equivalents...................................  50,261      49,388
Cash and cash equivalents held by managed syndicates........   9,639      10,931
                                                            ---------   --------
      Total investments and cash............................ 890,565     876,196
Accrued investment income...................................   9,187      10,723
Premiums in process of collection........................... 145,917     143,879
Reinsurance recoverable:   on paid losses...................  28,225      19,746
                           on unpaid losses................. 290,427     239,059
Prepaid reinsurance.........................................  49,932      40,933
Goodwill....................................................  54,682      51,902
Deferred policy acquisition costs...........................  25,742      24,084
Deferred income taxes.......................................  26,358      23,159
Deposits....................................................  20,180      19,975
Other assets................................................  74,946      78,898
                                                           ----------  ---------
      Total assets........................................$1,616,161  $1,528,554
                                                           ==========  =========
LIABILITIES:
Loss and loss adjustment expenses...........................$933,828    $878,617
Unearned premiums........................................... 120,580     108,495
Other reinsurance balances..................................  94,604      53,323
Accrued expenses and other liabilities......................  53,899      64,143
Long term debt.............................................. 104,120     108,477
                                                           ----------  ---------
      Total liabilities....................................1,307,031   1,213,055
                                                           ----------  ---------
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST...........................................   6,801       7,576
                                                           ----------  ---------
STOCKHOLDER'S EQUITY
Common stock, par value $1.00 per share;
  authorized 1,000shares; shares issued
  and outstanding 100.......................................
Additional paid-in capital.................................. 217,866     217,866
Accumulated other comprehensive income:
  Net unrealized appreciation of investments................   6,364      12,534
  Foreign currency translation adjustment...................    (697)        217
Retained earnings...........................................  78,796      77,306
                                                           ----------  ---------
      Total stockholder's equity............................ 302,329     307,923
                                                           ----------  ---------
      Total liabilities and stockholder's equity...........$1,616,161 $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
                                                            Ended March 31,
                                                      --------------------------
                                                            1999         1998
                                                      -------------  -----------
UNDERWRITING OPERATIONS:
Premiums earned.......................................     $69,664      $52,743
Net investment income.................................      12,562       11,644
Net realized capital gains............................         243           99
                                                      -------------  -----------
      Total revenues..................................      82,469       64,486
                                                      -------------  -----------
Loss and loss adjustment expenses.....................      51,848       31,924
Policy acquisition costs..............................      19,320       14,945
Other expenses.......................................       6,197        4,269
                                                      -------------  -----------
      Total expenses..................................      77,365       51,138
                                                      -------------  -----------
      Income before taxes - underwriting operations...       5,104       13,348
                                                      -------------  -----------

SERVICE OPERATIONS:
Service and other revenue.............................       2,553        3,348
Equity in net earnings of investees...................          41          748
Net investment income.................................         245          208
                                                      -------------  -----------
      Total revenues..................................       2,839        4,304
                                                      -------------  -----------
Other expenses........................................       2,305        2,686
Amortization of goodwill..............................         466          566
                                                      -------------  -----------
      Total expenses..................................       2,771        3,252
                                                      -------------  -----------
Income before taxes - service operations..............          68        1,052
                                                      -------------  -----------

CORPORATE:
Net investment income.................................          33           20
General and administrative expenses...................         597          542
Interest expense......................................       2,417        2,479
Amortization expense..................................         607          206
                                                      -------------  -----------
Loss before taxes - corporate.........................      (3,588)      (3,207)
                                                      -------------  -----------

Consolidated income before taxes and 
  minority interest...................................       1,584       11,193
Income tax expense....................................         514        3,318
                                                      -------------  -----------
Net income before minority interest...................       1,070        7,875
Minority interest.....................................         420          358
                                                      =============  ===========
Net income............................................      $1,490       $8,233
                                                      =============  ===========

            See notes to condensed consolidated financial statements.



                                       2
<PAGE>



                        CHARTWELL RE HOLDINGS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)

                                                            Three Month Periods
                                                              Ended March 31,
                                                       -------------------------
                                                           1999           1998
                                                       ------------   ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net premiums collected................................   $82,162      $33,460
  Net losses and loss adjustment expenses paid..........   (49,022)     (33,772)
  Overhead expenses.....................................    (9,509)      (9,037)
  Service and other revenue, net of related expenses....      (618)         301
  Net income taxes paid.................................                   (212)
  Interest received on investments......................    13,741       12,114
  Interest paid.........................................    (3,449)      (3,480)
  Other, net............................................    (6,772)         215
                                                       ------------   ----------
      Net cash provided by (used in) operating
      activities........................................    26,533         (411)
                                                       ------------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of available for sale securities............   (52,639)     (43,089)
  Maturities of available for sale securities...........     5,500        4,125
  Maturities of held to maturity securities.............     1,020
  Sales of available for sale securities................    22,529       35,104
                                                       ------------   ----------
      Net cash used in investing activities.............   (23,590)      (3,860)
                                                       ------------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of long term debt............................                  5,045
  Repayment of long term debt...........................    (3,659)        (389)
                                                       ------------   ----------
      Net cash provided by (used in) financing
      activities........................................    (3,659)       4,656
                                                       ------------   ----------
      Effect of exchange rate on cash...................       297           (9)
                                                       ------------   ----------
  Net increase (decrease) in cash and cash equivalents..      (419)         376
  Cash and cash equivalents at beginning of period......    60,319       29,534
                                                       ------------   ----------
    Cash and cash equivalents at end of period..........    $59,900      $29,910
                                                       ============   ==========

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY 
(USED IN) OPERATING ACTIVITIES:
  Net income............................................     $1,490       $8,233
  Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
      Equity in net earnings of investees...............        862        (748)
      Net realized capital gains........................       (243)        (99)
      Minority interest.................................       (420)       (358)
      Deferred policy acquisition costs.................     (1,658)      3,020
      Unpaid loss and loss adjustment expenses..........     59,193      30,709
      Unearned premiums.................................     12,085       1,449
      Other reinsurance balances........................     32,281      (4,961)
      Reinsurance recoverable...........................    (59,847)    (20,628)
      Amortization of goodwill..........................        790         541
      Deferred income taxes.............................     (3,199)        769
      Net change in receivables and payables............     12,863     (18,788)
      Other, net........................................     (1,938)        450
                                                       =============  ==========
        Net cash provided by (used in) operating
        activities......................................    $26,533       $(411)
                                                       =============  ==========

            See notes to condensed consolidated financial statements.


                                       3
<PAGE>


                        CHARTWELL RE HOLDINGS CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                 March 31, 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 of  investments.  Total  comprehensive  income (loss) for the three
month periods  ended March 31, 1999 and 1998 was  $(5,594,000)  and  $9,422,000,
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 Chartwell  Managing  Agents
Limited  ("CMA").  Chartwell Re Holdings  Corporation and its  subsidiaries  are
collectively  referred to as the Company.  Chartwell Re Holdings Corporation was
formed in 1995 to act as an  intermediate  level holding company for its parent,
Chartwell Re Corporation, a company whose common stock is traded on the New York
Stock Exchange.

Results of  Operations - Three Months Ended March 31, 1999  Compared  With Three
Months Ended March 31, 1998:

         Revenues:  Total  revenues  for the  three months ended  March 31, 1999
increased  24.0% to $85.3 million, compared to $68.8 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 March 31,
                                            ------------------------------------
                                                  1999                  1998
                                            --------------          ------------
                                                          (in thousands)
------------------------------------------
Gross premiums written                          $123,622               $81,859
                                             ============            ===========
Net premiums written                             $72,751               $41,562
                                             ============            ===========
Premiums earned                                  $69,664               $52,743
Net investment income                             12,840                11,872
Net realized capital gains                           243                    99
Service and other revenue                          2,553                 3,348
Equity in net earnings of investees                   41                   748
                                             ------------            -----------
Total Revenues                                   $85,341               $68,810
                                             ============            ===========


Underwriting Operations
         Gross Premiums  Written;  Net Premiums  Written;  Net Premiums  Earned.
Gross  premiums  written for the first quarter of 1999 were $123.6  million,  an
increase of 51.0% 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 March 31,          % Change
                                             ---------------------   ----------
                                                1999        1998
                                             ----------   ---------
Gross Premiums Written from Reinsurance
    Operations                                $44,900     $44,438          1.0%
Gross Premiums Written from Specialty
    Insurance Operations                       78,722      37,421        110.4%
                                             ----------   ----------
                              Total          $123,622     $81,859         51.0%
                                             ==========   ==========

         Net  premiums  written  for the  three  months  ended  March  31,  1999
increased  75.0% to $72.8 million  compared to $41.6 million for the same period
in 1998.  The  increase  in both  gross  and net  premiums  written  principally
reflects  the  Company's  continued  growth  of  underwriting  participation  on
syndicates  managed by CMA, which contributed $42.2 million and $28.0 million of
premiums on a gross and net basis,  respectively,  in the first  quarter of 1999
compared to $5.6  million and $5.0  million  gross and net premiums in the first
quarter of 1998. In addition,  gross and net written premiums emanating from the
Controlled Source Insurance segment increased 14.8% and 1.2%,  respectively,  to
$36.5 million and $12.2 million,  respectively, for the three months ended March
31, 1999 from the same period in 1998. Net premiums  earned for the three months
ended March 31, 1999 were $69.7 million,  an increase of 32.1% compared to $52.7
million for the same period in 1998.

                                       5

<PAGE>

         Loss and Loss Adjustment  Expenses.  The Company's  principal  expense,
loss and loss adjustment  expenses  ("LAE") related to the settlement of claims,
was $51.8  million for the three months  ended March 31, 1999, a 62.4%  increase
compared to $31.9 million for the comparable  period in 1998. Net losses and LAE
expressed  as a percentage  of net  premiums  earned (the loss and LAE ratio) is
74.4% for the three months ended March 31, 1999, up from 60.5%  recorded for the
same period in 1998.
         The  increase  in loss and LAE and the loss and LAE ratio for the three
months ended March 31, 1999 is principally  attributable  to the  recognition in
the first quarter 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  discontinued  the underwriting of the extended
warranty business for the 1999 year of account.
        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 $19.3  million for the three months ended March 31, 1999  compared to $14.9
million for the same period in 1998.  Policy  acquisition  costs  expressed as a
percentage of net premiums earned (the  acquisition  expense ratio) decreased to
27.7% from 28.3% in the first quarter of 1998.
         Other  Expenses.  Other expenses  related to  underwriting  operations,
which include  underwriting and administrative  expenses,  were $6.2 million for
the three  months  ended  March 31, 1999  compared to $4.3  million for the same
period in 1998. The increase principally reflects an increased share of expenses
related to Chartwell's underwriting  participation on syndicates managed by CMA.
Other  expenses  expressed as a percentage of net premiums  earned  increased to
8.9% for the three  months  ended March 31,  1999  compared to 8.1% for the same
period in 1998.
         Net Underwriting Results. For the three months ended March 31, 1999 the
Company's net  underwriting  result (net premiums  earned minus losses,  LAE and
underwriting expenses) was a loss of $7.7 million compared to a net underwriting
profit of $1.6  million for the same period in 1998.  The  deterioration  in the
underwriting  result is principally  attributable to the adverse  development on
business written through CMA's managed syndicates  mentioned above. The combined
ratio for the three  months ended March 31, 1999,  computed in  accordance  with
generally accepted accounting principles,  increased to 111.0% compared to 96.9%
for the same period in 1998.

Service Operations
         Revenue from service operations decreased to $2.8 million for the three
months  ended  March 31, 1999  compared  to $4.3  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 $3.0
million for the three months  ended March 31, 1999  compared to $2.7 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.


                                       6

<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 March 31, 1999 was $9.0 million,  compared to
$8.4 million for the same period in 1998.  The carrying  value of the  Company's
invested  assets and cash  increased  to $890.6  million at March 31,  1999 from
$876.2  million  at  December  31,  1998  primarily  due to an  increase  in the
Company's  share of the operating  cash flow of  syndicates  managed by CMA. The
average annual tax equivalent yield on invested assets after investment expenses
decreased to 5.82% for the first  quarter of 1999 compared to 6.65% for the same
period in 1998.
         The  Company  realized  net capital  gains of $243,000  for the quarter
ended  March 31, 1999  compared  to net  capital  gains of $99,000 for the three
months ended March 31, 1998.
         Income Before Income Taxes and Minority Interest.  Income before income
taxes and minority interest decreased to $1.6 million for the three months ended
March 31,  1999  compared  to $11.2  million  for the same  period in 1998.  The
decrease resulted  principally from the decline in net underwriting  results and
the reduction in income from service operations, each as discussed above.
         Income Tax  Expense.  The  provision  for Federal  income taxes for the
three  months  ended March 31, 1999  decreased  to $514,000  compared  with $3.3
million for the same period in 1998.  The effective tax rate was 32.4% and 29.6%
for the three  months  ended  March 31,  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.
         Net Income.  The Company  realized a net profit of $1.5 million for the
three months ended March 31, 1999 compared with a net profit of $8.2 million for
the comparable 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,
Chartwell  Reinsurance  paid a $5.5 million  dividend to the Company.  On May 5,
1999,  Chartwell  Reinsurance's  Board of Directors  declared a dividend of $3.0
million  payable  to the  Company  on May  26,  1999.  Neither  dividend  was an
"extraordinary  dividend"  under  Minnesota law and up to $21.8 million  remains
available  under  Minnesota  law for  the  payment  of  dividends  by  Chartwell
Reinsurance without regulatory approval in 1999.
         Cash flow from  operations  for the first  quarter  of 1999 was  $26.5
million  compared  to cash used in operations of $411,000 for the first quarter
of 1998.
         Sales of available  for sale  investments  were $22.5 million and $35.1
million for the three months ended March 31, 1999 and 1998, respectively.  There
was no unusual trading activity in either period.

                                       7
<PAGE>

         The   Company's    investment    portfolio    consists   primarily   of
investment-grade   fixed   maturity   debt   securities.   At  March  31,  1999,
approximately 90.3% 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  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
(excluding  the  Company's  pro rata share of  investments  held by CMA  managed
syndicates)  at March 31, 1999 was  comprised  primarily  of U.S.  Treasury  and
government agency,  mortgage pass-through securities and corporate and municipal
bonds.
         Stockholder's equity decreased  approximately 1.8% to $302.3 million at
March 31,  1999 from  $307.9  million  at  December  31,  1998.  The  decline in
stockholder's   equity  is  due   principally   to  a  reduction  in  unrealized
appreciation  of the  Company's  investment  portfolio  as a  result  of  higher
interest rates.
         The Company's  outstanding long-term debt as of March 31, 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 March  31,  1999,  the
Company's  Loan  Notes  due June 2002  constituted  approximately  $5.3  million
(denominated in pounds sterling) of indebtedness and the Company had outstanding
$47.7 million of indebtedness  under the credit facilities with First Union. The
Company's ratio of long-term debt to total  capitalization at March 31, 1999 was
25.6%, relatively unchanged from 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, is 97% complete and
is expected to be fully completed by June 30, 1999. The testing and modification
process has not materially interfered with the Company's Information  Technology
operations or the operations of the Company .
         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 is revising  its  existing  disaster  recovery  contingency
plans to address issues  specific to the Year 2000 problem.  These revisions are
expected to be  completed  by  September  30,  1999.  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.

                                       8

<PAGE>

         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 - Three Months Ended March 31, 1999 Compared
With Three  Months Ended March 31, 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.
         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;
                                       

                                       9

<PAGE>



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.

         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









                                       10
<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
                                              Senior Vice President and
                                              Chief Financial Officer
                                              (Principal Financial Officer)




                                               /s/ Richard B. Primerano
                                              ----------------------------------
                                              Richard B. Primerano
                                              Vice President and Controller
                                              (Principal Accounting Officer)






Dated: May 14, 1999










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