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 June 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 June 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 August 12, 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 June 30, 1999
          and December  31, 1998.......................................      1
      Condensed Consolidated Statements of Operations for the three
          and six months ended June 30, 1999 and 1998..................      2
      Condensed Consolidated Statements of Cash Flows for the
          six months ended June 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..........................      5

PART II  OTHER INFORMATION
      Item 6 - Exhibits and Reports on Form 8-K .......................     14

      Signatures .....................................................      15













                                       i


<PAGE>



PART I.   FINANCIAL INFORMATION
Item 1 -  Financial Statements

                        CHARTWELL RE HOLDINGS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                  (dollars in thousands, except share amounts)
                                                       June 30,     December 31,
                                                         1999            1998
                                                     ------------    -----------
                                                      (Unaudited)
ASSETS:
Investments:
  Fixed maturities:
      Held to maturity (market value 1999,
      $26,949; 1998, $31,786).........................    $26,454       $30,539
      Available for sale (amortized cost 1999,
      $611,672; 1998, $637,747).......................    610,273       659,752
  Other investments...................................     45,690        36,358
  Investments held by managed syndicates..............    113,146        89,228
Cash and cash equivalents.............................     50,129        49,388
Cash and cash equivalents held by managed syndicates..      9,428        10,931
                                                      -----------    -----------
      Total investments and cash......................    855,120       876,196
Accrued investment income.............................     10,296        10,723
Premiums in process of collection.....................    133,688       143,879
Reinsurance recoverable:     on paid losses...........     25,418        19,746
                             on paid losses...........    312,515       239,059
Prepaid reinsurance...................................     53,964        40,933
Goodwill..............................................     52,673        51,902
Deferred policy acquisition costs.....................     23,869        24,084
Deferred income taxes.................................     30,276        23,159
Deposits..............................................     20,385        19,975
Other assets..........................................     71,875        78,898
                                                      ------------   -----------
      Total assets.................................... $1,590,079    $1,528,554
                                                      ============   ===========
LIABILITIES:
Loss and loss adjustment expenses.....................   $936,243      $878,617
Unearned premiums.....................................    120,340       108,495
Other reinsurance balances............................     72,050        53,323
Accrued expenses and other liabilities................     53,668        64,143
Long term debt........................................    100,816       108,477
                                                      ------------   -----------
      Total liabilities...............................  1,283,117     1,213,055
                                                      ------------   -----------
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST.....................................      6,640         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......................................     (2,387)       12,534
  Foreign currency translation adjustment.............     (1,045)          217
Retained earnings.....................................     85,888        77,306
                                                      ------------   -----------
      Total stockholder's equity......................    300,322       307,923
                                                      ------------   -----------

      Total liabilities and stockholder's equity...... $1,590,079    $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    Six Month Periods
                                           Ended June 30,       Ended June 30,
                                       --------------------  -------------------
                                          1999      1998       1999       1998
                                       ---------  ---------  --------  ---------
UNDERWRITING OPERATIONS:
Premiums earned......................   $92,330   $56,430   $161,994   $109,173
Net investment income................    13,405    11,996     25,967     23,640
Net realized capital gains (losses)..      (573)      (39)      (330)        60
                                       ---------  --------  ---------  ---------
      Total revenues.................    105,162   68,387    187,631    132,873
                                       ---------  --------  ---------  ---------
Loss and loss adjustment expenses....     57,420   33,914    109,268     65,838
Policy acquisition costs.............     26,117   14,639     45,437     29,584
Other expenses.......................      8,050    6,011     14,247     10,280
                                       ---------  --------  ---------  ---------
      Total expenses.................     91,587   54,564    168,952    105,702
                                       ---------  --------  ---------  ---------
Income before taxes - underwriting
   operations........................     13,575   13,823    18,679      27,171
                                       ---------  --------  ---------  ---------

SERVICE OPERATIONS:
Service and other revenue............      2,764    3,291     5,317       6,639
Equity in net earnings of investees..        659    1,323       700       2,071
Net investment income................        164      129       409         337
                                       ---------  --------  ---------  ---------
      Total revenues.................      3,587    4,743     6,426       9,047
                                       ---------  --------  ---------  ---------
Other expenses.......................      2,786    3,329     5,091       6,015
Amortization of goodwill.............        459      569       925       1,135
                                       ---------  --------  ---------  ---------
      Total expenses.................      3,245    3,898     6,016       7,150
                                       ---------  --------  ---------  ---------
Income before taxes - service
  operations.........................       342      845        410       1,897
                                       ---------  --------  ---------  ---------

CORPORATE:
Net investment income................        24       32         57          52
General and administrative expenses..       623      636      1,220       1,178
Interest expense.....................     2,288    2,403      4,705       4,882
Amortization expense.................       619      209      1,226         415
                                       ---------  --------  ---------  ---------
Loss before taxes - corporate........    (3,506)  (3,216)    (7,094)     (6,423)
                                       ---------  --------  ---------  ---------
Consolidated income before taxes
  and minority interest..............    10,411   11,452     11,995      22,645
Income tax expense...................     3,279    3,573      3,793       6,891
                                       ---------  --------  ---------  ---------
Net income before minority interest..     7,132    7,879      8,202      15,754
Minority interest....................       (40)     526        380         884
                                       ---------  --------  ---------  ---------
Net income...........................    $7,092   $8,405     $8,582     $16,638
                                       =========  ========  =========  =========

            See notes to condensed consolidated financial statements.



                                       2


<PAGE>



                        CHARTWELL RE HOLDINGS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)
                                   (Unaudited)
                                                            Six Month Periods
                                                            Ended June 30,
                                                      --------------------------
                                                          1999           1998
                                                      -------------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net premiums collected...............................  $139,887      $ 75,548
  Net losses and loss adjustment expenses paid.........  (121,350)      (73,479)
  Overhead expenses....................................   (16,836)      (11,480)
  Service and other revenue, net of related expenses...       375        (2,790)
  Net income taxes paid................................    (5,000)       (2,554)
  Interest received on investments.....................    25,282        22,495
  Interest paid........................................    (4,539)       (4,006)
  Other, net...........................................    (9,310)        4,025
                                                      -------------  -----------
      Net cash provided by operating activities........     8,509         7,759
                                                      -------------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of available for sale securities...........   (60,387)      (74,521)
  Maturities of available for sale securities..........    10,277         7,725
  Maturities of held to maturity securities............     4,425         1,300
  Sales of available for sale securities...............    42,114        51,289
                                                      -------------  -----------
      Net cash used in investing activities............    (3,571)      (14,207)
                                                      -------------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of long term debt...........................                   5,045
  Repayment of long term debt..........................    (6,443)       (1,383)
                                                      -------------  -----------
      Net cash provided by (used in)
      financing activities.............................    (6,443)        3,662
                                                      -------------  -----------
        Effect of exchange rate on cash................       743          (423)
                                                      -------------  -----------
  Net decrease in cash and cash equivalents............      (762)       (3,209)
  Cash and cash equivalents at beginning of period.....    60,319        29,534
                                                      -------------  -----------
Cash and cash equivalents at end of period.............   $59,557       $26,325
                                                      =============  ===========

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED
BY OPERATING ACTIVITIES:
  Net income...........................................    $8,582       $16,638
  Adjustments to reconcile net income to net cash
  provided by operating activities:
      Equity in net earnings of investees..............       392          (865)
      Net realized capital (gains) losses..............       330           (60)
      Minority interest................................      (380)         (884)
      Deferred policy acquisition costs................       215         1,849
      Unpaid loss and loss adjustment expenses.........    66,373        45,771
      Unearned premiums................................    11,845         5,886
      Other reinsurance balances.......................     5,696        11,455
      Reinsurance recoverable..........................   (79,128)      (42,116)
      Amortization of goodwill.........................     1,574         1,135
      Deferred income taxes............................    (7,117)        4,710
      Net change in receivables and payables...........    11,240       (41,649)
      Other, net.......................................   (11,113)        5,889
                                                      -------------  -----------
        Net cash provided by operating activities......    $8,509        $7,759
                                                      =============  ===========

            See notes to condensed consolidated financial statements.


                                       3
<PAGE>




                        CHARTWELL RE HOLDINGS CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                  June 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 June 30, 1999 and 1998 was  $(2,007,000)  and
$10,955,000,  respectively.  Total comprehensive income (loss) for the six month
periods  ended  June  30,  1999  and  1998  was  $(7,601,000)  and  $20,377,000,
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 was formed in 1995 to act as
an intermediate  level holding company for its parent,  Chartwell Re Corporation
("Chartwell  Re"), a company  whose common stock is traded on the New York Stock
Exchange.   Chartwell  Re  Holdings   Corporation  and  its   subsidiaries   are
collectively referred to as the Company.

Recent Developments
         On June 21, 1999,  Chartwell  Re entered into an Agreement  and Plan of
Merger (the "Merger Agreement") with Trenwick Group Inc.  ("Trenwick")  pursuant
to  which  Chartwell  Re will  merge  with  and into  Trenwick  in an all  stock
transaction.  Chartwell  Re's  stockholders  will  receive  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.  The  transaction  is  subject to  approval  by  Chartwell  Re's and
Trenwick's respective shareholders,  expiration of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act, regulatory approvals and
other  customary  closing  conditions.  It is  expected  that the merger will be
completed in the fourth quarter of 1999.

         In connection with the Merger Agreement,  Chartwell Re granted Trenwick
the option to purchase,  under certain circumstances,  up to 1,918,729 shares of
Chartwell Re's common stock at a purchase price of $23.82 per share.  The option
is  exercisable  upon certain  circumstances,  which can arise if another person
proposes a takeover of Chartwell Re or if any other person commences a tender or
exchange offer to acquire 15% or more of Chartwell Re's common stock or assets.

         In addition, as part of the transaction, Chartwell Re will purchase, 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 is 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 will 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.

         Detailed  information  regarding the proposed  transaction and Trenwick
has  been  filed  with  the  Securities  and  Exchange  Commission  and  will be
disseminated to Chartwell Re's  stockholders in connection with the solicitation
of stockholder approval of the Merger Agreement and the resulting merger.

                                       5

<PAGE>


Results of  Operations - Six Months Ended June 30, 1999 Compared With Six Months
Ended June 30, 1998:

          Revenues:  Total  revenues for the six months ended June 30, 1999
increased 36.7% to $194.1 million, compared to $142.0 million for the comparable
period in 1998.
           The accompanying  table summarizes gross and net premiums written and
total revenues for the periods indicated:

                                                       Six Month Periods
                                                        Ended June 30,
                                           -------------------------------------
                                                  1999                  1998
                                           -------------------------------------
                                                        (in thousands)
Gross premiums written                         $248,620              $168,665
                                           ==============         ==============
Net premiums written                           $161,071              $101,528
                                           ==============         ==============
Premiums earned                                $161,994              $109,173
Net investment income                            26,433                24,029
Net realized capital gains (losses)                (330)                   60
Service and other revenue                         5,317                 6,639
Equity in net earnings of investees                 700                 2,071
                                           --------------         --------------
Total Revenues                                 $194,114              $141,972
                                           ==============         ==============
Underwriting Operations
         Gross Premiums  Written;  Net Premiums  Written;  Net Premiums  Earned.
Gross premiums written for the first six months of 1999 were $248.6 million,  an
increase of 47.4% compared to the same period in 1998. The  distribution  of the
Company's gross premiums written among its business segments was as follows:

                                              Six Month Periods
                                               Ended June 30,
                                    ------------------------------   -----------
                                       1999           1998             % Change
                                    -----------   ------------       -----------
Reinsurance Operations                  $77,945       $84,629            (7.9)%
Specialty Insurance Operations          170,675        84,036            103.1%
                                    -----------   ------------       -----------
             Total                     $248,620      $168,665             47.4%
                                    ===========   ============       ===========

         Net premiums  written for the six months ended June 30, 1999  increased
58.6% to $161.1 million  compared to $101.5 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 $98.4 million and $78.7 million of premiums on a gross
and net basis,  respectively,  in the first six months of 1999 compared to $22.8
million and $20.4 million of gross and net premiums,  respectively, in the first
six months of 1998.  In addition,  gross  written  premiums  emanating  from the
Controlled Source Insurance segment increased 18.0% to $72.3 million for the six
months  ended June 30,  1999  compared  to $61.3  million for the same period in
1998.  Net  premiums  earned for the six months  ended June 30, 1999 were $162.0
million,  an increase of 48.4% compared to $109.2 million for the same period in
1998.


                                       6

<PAGE>

         Loss and Loss Adjustment  Expenses.  The Company's  principal  expense,
loss and loss adjustment  expenses  ("LAE") related to the settlement of claims,
was $109.3  million for the six months  ended June 30,  1999,  a 66.0%  increase
compared to $65.8 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
67.5% for the six months ended June 30, 1999 compared to 60.3%  recorded for the
same period in 1998.

         The  increase  in loss and LAE and the loss and LAE  ratio  for the six
months ended June 30, 1999 is  principally  attributable  to the  recognition of
adverse loss  development  in the first quarter 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 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 $45.4  million for the six months ended June 30, 1999 compared
to $29.6 million for the same period in 1998. Policy acquisition costs expressed
as a percentage of net premiums earned (the acquisition expense ratio) increased
to 28.0% from 27.1% in the first half of 1998.

         Other  Expenses.  Other expenses  related to  underwriting  operations,
which include underwriting and administrative  expenses,  were $14.2 million for
the six months ended June 30, 1999 compared to $10.3 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  decreased
to 8.8% for the six months  ended June 30,  1999  compared  to 9.4% for the same
period in 1998 resulting primarily from the increased level of premium volume.

         Net  Underwriting  Results.  For the six months ended June 30, 1999 the
Company's net  underwriting  result (net premiums  earned minus losses,  LAE and
underwriting expenses) decreased to a net loss of $7.0 million compared to a net
gain of $3.5  million  for the same  period in 1998.  The  deterioration  in the
underwriting  result is principally  attributable to the adverse  development in
the first  quarter on business  written  through  CMA's  managed  syndicates  as
mentioned  above.  The  combined  ratio for the six months  ended June 30,  1999
computed in accordance with generally accepted accounting  principles  increased
to 104.3% compared to 96.8% for the same period in 1998.

Service Operations
         Revenue from service  operations  decreased to $6.4 million for the six
months ended June 30, 1999 compared to $9.0 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.


                                       7

<PAGE>


Corporate
         Interest and Amortization. Interest and amortization expenses were $5.9
million for the six months ended June 30, 1999  compared to $5.3 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.

Consolidated
         Net  Investment  Income and Net Realized  Capital  Gains.  Consolidated
after-tax net investment  income,  exclusive of realized and unrealized  capital
gains,  for the six months  ended June 30,  1999 was $18.6  million  compared to
$17.0 million for the same period in 1998.  The carrying  value of the Company's
invested  assets and cash  decreased  to $855.1  million  at June 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 5.80% for the first half of 1999
compared to 6.31% for the same period in 1998.

         The Company realized  net capital losses of $330,000 for the six months
ended June 30, 1999  compared to net capital gains of $60,000 for the six months
ended June 30, 1998.

         Income Before Income Taxes and Minority Interest.  Income before income
taxes and minority interest  decreased to $12.0 million for the six months ended
June 30,  1999  compared  to $22.6  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 quarter of 1999,  each
as discussed above.

         Income Tax Expense.  The provision for Federal income taxes for the six
months ended June 30, 1999 decreased to $3.8 million  compared with $6.9 million
for the same period in 1998.  The effective tax rate was 31.6% and 30.4% for the
six months ended June 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.

         Net Income.  The Company  realized a net profit of $8.6 million for the
six months ended June 30, 1999  compared  with a net profit of $16.6 million for
the same period in 1998 because of the factors discussed above.

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

         Revenues: Total  revenues for the  three  months ended  June  30,  1999
increased 48.7% to $108.8 million,  compared to $73.2 million for the comparable
period in 1998.



                                       8

<PAGE>

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

                                                      Three Month Periods
                                                        Ended June 30,
                                           -------------------------------------
                                                  1999                 1998
                                           ----------------      ---------------
                                                          (in thousands)
Gross premiums written                           $124,998               $86,806
                                           ================      ===============
Net premiums written                              $88,320               $59,966
                                           ================      ===============
Premiums earned                                   $92,330               $56,430
Net investment income                              13,593                12,157
Net realized capital gains (losses)                  (573)                  (39)
Service and other revenue                           2,764                 3,291
Equity in net earnings of investees                   659                 1,323
                                           ----------------      ---------------
Total Revenues                                   $108,773               $73,162
                                           ================      ===============

Underwriting Operations
         Gross Premiums  Written;  Net Premiums  Written;  Net Premiums  Earned.
Gross premiums  written for the second quarter of 1999 were $125.0  million,  an
increase of 44.0% 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 June 30,
                                     -------------------------------   ---------
                                        1999              1998         % Change
                                     -------------   ---------------   ---------
Reinsurance Operations                   $33,045           $40,191      (17.8)%
Specialty Insurance Operations            91,953            46,615        97.3%
                                     -------------   ---------------   ---------
              Total                     $124,998           $86,806        44.0%
                                     =============   ===============   =========

         Net premiums written for the three months ended June 30, 1999 increased
47.3% to $88.3  million  compared to $60.0  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 $56.2 million and $50.7 million of premiums on a gross
and net basis,  respectively,  in the second  quarter of 1999  compared to $17.2
million and $15.4 million of gross and net premiums, respectively, in the second
quarter of 1998.  In addition,  gross  premiums  emanating  from the  Controlled
Source Insurance  segment  increased 21.4% to $35.7 million for the three months
ended June 30, 1999 compared to $29.4  million for the same period in 1998.  Net
premiums earned for the three months ended June 30, 1999 were $92.3 million,  an
increase of 63.6% compared to $56.4 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 $57.4  million for the three months  ended June 30,  1999, a 69.3%  increase
compared to $33.9 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
62.2% for the three  months ended June 30, 1999  compared to 60.1%  recorded for
the same period in 1998.


                                       9


<PAGE>

         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 $26.1 million for the three months ended June 30, 1999 compared
to $14.6 million for the same period in 1998. Policy acquisition costs expressed
as a percentage of net premiums earned (the acquisition expense ratio) increased
to 28.3% from 25.9% in the second quarter of 1998.

         Other  Expenses.  Other expenses  related to  underwriting  operations,
which include  underwriting and administrative  expenses,  were $8.1 million for
the three  months  ended June 30,  1999  compared  to $6.0  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  decreased
to 8.7% for the three months ended June 30, 1999  compared to 10.7% for the same
period in 1998.
          Net Underwriting Results. For the three months ended June 30, 1999 the
Company's net  underwriting  result (net premiums  earned minus losses,  LAE and
underwriting expenses) decreased to a net gain of $0.7 million compared to a net
gain of $1.9  million for the same period in 1998.  The  combined  ratio for the
three months ended June 30, 1999 computed in accordance with generally  accepted
accounting  principles  increased to 99.2% compared to 96.7% for the same period
in 1998.

Service Operations
         Revenue from service operations decreased to $3.6 million for the three
months ended June 30, 1999 compared to $4.7 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 $2.9
million for the three  months  ended June 30, 1999  compared to $2.6 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.

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 June 30, 1999 was $9.6  million,  compared to
$8.6  million for the same period in 1998.  The  average  annual tax  equivalent
yield on invested assets after  investment  expenses  decreased to 5.76% for the
second quarter of 1999 compared to 6.13% for the same period in 1998.

         The Company  realized net capital  losses of  $573,000 for  the quarter
ended June 30, 1999  compared to  net capital  losses of  $39,000 for  the three
months ended June 30, 1998.


                                       10

<PAGE>


         Income Before Income Taxes and Minority Interest.  Income before income
taxes and  minority  interest  decreased  to $10.4  million for the three months
ended June 30, 1999 compared to $11.5  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 June 30, 1999  decreased  to $3.3  million  compared to $3.6
million for the same period in 1998.  The effective tax rate was 31.5% and 31.2%
for the  three  months  ended  June 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.

         Net Income.  The Company  realized a net profit of $7.1 million for the
three months ended June 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 and
May 26,  1999,  Chartwell  Reinsurance  paid a $5.5  million and a $3.0  million
dividend,   respectively,   to  the  Company.  On  August  11,  1999,  Chartwell
Reinsurance's Board of Directors declared a dividend of $10.0 million payable to
the  Company on August  26,  1999.  None of the  dividends  were  "extraordinary
dividends"  under Minnesota law and up to $11.8 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 six months of 1999  was $8.5
million  compared  to $7.8  million  for the six months ended June 30, 1998.
         Sales of available  for sale  investments  were $42.1 million and $51.3
million for the six months ended June 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 June 30, 1999, approximately
89.2%  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 June  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  2.5% to $300.3  million
at June 30, 1999 from $307.9  million at December 31, 1998.



                                       11

<PAGE>

         The Company's  outstanding  long-term debt as of June 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 June 30, 1999, the Company's
Loan Notes due June 2002 constituted  approximately $5.4 million (denominated in
pounds sterling) of indebtedness  and the Company had outstanding  $45.1 million
of  indebtedness  under the credit  facilities  with First Union.  The Company's
ratio of  long-term  debt to total  capitalization  at June 30,  1999 was 25.1%,
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 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.
         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.

                                       12


<PAGE>

         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--Recent   Developments"   concerning  the  expected   timing  of  the
completion  of  the  merger  of  the  Company  with  and  into  Trenwick,   (ii)
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations--Results of Operations - Six Months Ended June 30, 1999 Compared with
Six Months Ended June 30, 1998" and "Three  Months Ended June 30, 1999  Compared
With Three  Months  Ended June 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;  (iii) "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;
(iv) "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Year 2000 Compliance"  concerning the costs and effects of Year 2000
compliance;  (v) such other  statements  contained in this Quarterly Report that
may be considered to be forward-looking  statements;  and (vi) 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  competitio n 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;

                                       13

<PAGE>

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

                           A  Report  on Form 8-K was  filed  on June 25,  1999,
                           which  stated  that  Trenwick  and  the  Company  had
                           entered  into the  Merger  Agreement,  dated June 21,
                           1999,   and  that  in  connection   with  the  Merger
                           Agreement,  Trenwick and the Company had entered into
                           a Stock Option  Agreement,  dated June 21, 1999.  The
                           Report  on Form 8-K also  stated  that  Trenwick  and
                           Chartwell had issued a joint press release announcing
                           the signing of the Merger Agreement.

                      (c) Signatures













                                       14





<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: August 12, 1999