##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
     Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30, 2008.oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    001-33493
  GREENLIGHT CAPITAL RE,
    LTD.
 (Exact Name of Registrant as
    Specified in Its Charter)
  CAYMAN ISLANDS

N/A(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)802 WEST BAY ROAD
    THE GRAND PAVILION
    PO BOX 31110
    GRAND CAYMAN
    CAYMAN ISLANDS(Address of Principal
    Executive Offices)

KY1-1205(Zip Code)   (345) 943-4573
 (Registrants Telephone
    Number, Including Area Code)
  Not
    Applicable (Former
    Name, Former Address and Former Fiscal Year, if Changed Since
    Last Report)
      þ o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting
    company o(Do
    not check if a smaller reporting company)   Rule 12b-2 o þ
  Class A Ordinary Shares, $.10 par value

30,010,636(Class)

(Outstanding as of August 6, 2008)




---



##### 



GREENLIGHT
    CAPITAL RE, LTD.
  TABLE OF
    CONTENTS
   
 PagePART I  FINANCIAL
    INFORMATIONItem 1.


Financial StatementsCondensed Consolidated Balance Sheets as of
    June 30, 2008 (unaudited) and
    December 31, 2007


3Condensed Consolidated Statements of Income for
    the Three and Six Months Ended June 30, 2008 and 2007
    (unaudited)


4Condensed Consolidated Statements of
    Shareholders Equity for the Six Months Ended June 30,
    2008 and 2007 (unaudited)


5Condensed Consolidated Statements of Cash Flows
    for the Six Months Ended June 30, 2008 and 2007
    (unaudited)


6Notes to the Condensed Consolidated Financial
    Statements (unaudited)


7Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


18Item 3.


Quantitative and Qualitative Disclosures about
    Market Risk


29Item 4T.


Controls and Procedures


30PART II  OTHER
    INFORMATIONItem 1.


Legal Proceedings


31Item 1A.


Risk Factors


31Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


31Item 3.


Defaults Upon Senior Securities


31Item 4.


Submission of Matters to a Vote of Security
    Holders


31Item 5.


Other Information


32Item 6.


Exhibits


33SIGNATURESEX-3.1: AMENDED AND RESTATED MEMORANDUMEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   2




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1.
    FINANCIAL
    STATEMENTS  GREENLIGHT
    CAPITAL RE, LTD.
  CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30, 2008 and December 31, 2007
 (Expressed in thousands of U.S. dollars, except per
    share and share amounts)
  June 30,2008


December 31,(Unaudited)


2007AssetsInvestments in securitiesDebt securities, trading, at fair value

$
6,328


$
1,520Equity investments, trading, at fair value


588,604



570,440Other investments, at fair value


11,013



18,576Total investments in securities


605,945



590,536Cash and cash equivalents


97,523



64,192Restricted cash and cash equivalents


441,747



371,607Financial contracts receivable, at fair value


4,620



222Reinsurance balances receivable


69,654



43,856Loss and loss adjustment expense recoverables


7,680



6,721Deferred acquisition costs


15,251



7,302Unearned premiums ceded


15,595



8,744Other assets


2,006



965Total assets

$
1,260,021


$
1,094,145Liabilities and Shareholders EquityLiabilitiesSecurities sold, not yet purchased, at fair value

$
409,218


$
332,706Financial contracts payable, at fair value


1,643



17,746Loss and loss adjustment expense reserves


57,367



42,377Unearned premium reserves


95,289



59,298Reinsurance balances payable


33,172



19,140Funds withheld


9,180



7,542Other liabilities


4,983



2,869Performance compensation payable to related party


6,145



6,885Minority interest in joint venture


7,270



Total liabilities


624,267



488,563Shareholders equityPreferred share capital (par value $0.10; authorized,
    50,000,000; none issued)






Ordinary share capital (Class A: par value $0.10;
    authorized, 100,000,000; issued and outstanding 30,010,636,
    (2007: 29,847,787); Class B: par value $0.10; authorized,
    25,000,000; issued and outstanding, 6,254,949 (2007: 6,254,949))


3,627



3,610Additional paid-in capital


478,228



476,861Retained earnings


153,899



125,111Total shareholders equity


635,754



605,582Total liabilities and shareholders equity

$
1,260,021


$
1,094,145    3




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##### Table of Contents



GREENLIGHT
    CAPITAL RE, LTD.CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    (UNAUDITED)
    For the three and six months ended June 30, 2008 and
    2007
    (Expressed in thousands of U.S. dollars, except per share and
    share amounts)
  Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007RevenuesGross premiums written

$
25,360


$
65,445


$
96,126


$
103,509Gross premiums ceded


(5,615
)


(14,534
)


(14,887
)


(28,277
)Net premiums written


19,745



50,911



81,239



75,232Change in net unearned premium reserves


4,937



(25,939
)


(29,065
)


(29,339
)Net premiums earned


24,682



24,972



52,174



45,893Net investment income


31,025



19,924



25,263



5,543Total revenues


55,707



44,896



77,437



51,436ExpensesLoss and loss adjustment expenses incurred, net


9,337



11,138



21,461



20,126Acquisition costs


9,228



9,515



19,157



17,227General and administrative expenses


3,210



2,926



7,670



5,905Total expenses


21,775



23,579



48,288



43,258Net income before minority interest


33,932



21,317



29,149



8,178Minority interest in income of joint venture


(394
)






(361
)


Net income

$
33,538


$
21,317


$
28,788


$
8,178Earnings per shareBasic

$
0.93


$
0.78


$
0.80


$
0.33Diluted


0.92



0.76



0.79



0.33Weighted average number of ordinary shares used in the
    determination ofBasic


35,981,386



27,472,993



35,981,349



24,515,973Diluted


36,652,441



27,980,421



36,644,456



24,895,878    4




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##### Table of Contents



GREENLIGHT
    CAPITAL RE, LTD.CONDENSED CONSOLIDATED STATEMENTS OF
    SHAREHOLDERS EQUITY
    (UNAUDITED)
    For the six months ended June 30, 2008 and 2007
    (Expressed in thousands of U.S. dollars, except per share
    and share amounts)
  Six Months


Six MonthsEnded June 30,


Ended June 30,2008


2007Ordinary share capitalBalance  beginning of period

$
3,610


$
2,156Issue of Class A ordinary share capital


17



1,191Issue of Class B ordinary share capital






263Balance  end of period

$
3,627


$
3,610Additional paid-in capitalBalance  beginning of period

$
476,861


$
219,972Issue of Class A ordinary share capital


9



207,094Issue of Class B ordinary share capital






49,737IPO expenses






(2,629
)Stock options and awards expense


1,358



1,512Balance  end of period

$
478,228


$
475,686Retained earningsBalance  beginning of period

$
125,111


$
90,039Net income


28,788



8,178Balance  end of period

$
153,899


$
98,217Total shareholders equity

$
635,754


$
577,513    5




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##### Table of Contents



GREENLIGHT
    CAPITAL RE, LTD.
 CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (UNAUDITED)
    For the six months ended June 30, 2008 and 2007
    (Expressed in thousands of U.S. dollars, except per share
    and share amounts) Six Months


Six MonthsEnded June 30,


Ended June 30,2008


2007Cash provided by (used in)Operating activitiesNet income

$
28,788


$
8,178Adjustments to reconcile net income to net cash provided by
    (used in) operating activitiesNet change in unrealized losses (gains) on securities and
    financial contracts


40,177



(5,091
)Net realized gains on securities and financial contracts


(86,679
)


(14,185
)Foreign exchange loss on restricted cash and cash equivalents


14,437



70Minority interest in income of joint venture


361



Stock options and awards expense


1,375



1,512Depreciation


20



20Purchases of securities






(391,404
)Sales of securities






264,472Change inRestricted cash and cash equivalents






(148,620
)Financial contracts receivable, at fair value






(1,151
)Reinsurance balances receivable


(25,798
)


(41,435
)Loss and loss adjustment expense recoverables


(959
)


(5,269
)Deferred acquisition costs


(7,949
)


1,007Unearned premiums ceded


(6,851
)


(20,854
)Other assets


(1,061
)


(2,013
)Financial contracts payable, at fair value






18,939Loss and loss adjustment expense reserves


14,990



23,651Unearned premium reserves


35,991



50,212Reinsurance balances payable


14,032



18,285Funds withheld


1,638



2,753Other liabilities


2,114



1,020Performance compensation payable to related party


(740
)


(13,275
)Net cash provided by (used in) operating activities


23,886



(253,178
)Investing activitiesPurchases of securities and financial contracts


(575,339
)


Sales of securities and financial contracts


662,443



Restricted cash and cash equivalents


(84,577
)


Minority interest in joint venture


6,909



Net cash provided by investing activities


9,436



Financing activitiesNet proceeds from share issue






255,656Net proceeds from exercise of stock options


9



Net cash provided by financing activities


9



255,656Net increase in cash and cash equivalents


33,331



2,478Cash and cash equivalents at beginning of the period


64,192



82,704Cash and cash equivalents at end of the period

$
97,523


$
85,182Supplementary informationInterest paid in cash

$
6,909


$
153Interest received in cash


6,906



1,328    6




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##### Table of Contents



GREENLIGHT
    CAPITAL RE, LTD.
  NOTES TO THE CONDENSED CONSOLIDATED
    FINANCIAL STATEMENTS (UNAUDITED)
 June 30, 2008 and 2007
  1.
    GENERAL        Form 10-Q Regulation S-X.
    2.
    SIGNIFICANT
    ACCOUNTING POLICIES  Basis
    of Presentation
    Use of
    Estimates
    Restricted
    Cash and Cash Equivalents
   7




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##### Table of Contents



GREENLIGHT
    CAPITAL RE, LTD.
  NOTES TO
    THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Loss
    and Loss Adjustment Expense Reserves and
    Recoverables
      Financial
    Instruments
  Investments
    in Securities and Securities Sold, Not Yet Purchased
         8




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##### Table of Contents



GREENLIGHT
    CAPITAL RE, LTD.
  NOTES TO
    THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  Investments
    in Swap Agreements
    Earnings
    Per Share
    Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007Weighted average shares outstanding


35,981,386



27,472,993



35,981,349



24,515,973Effect of dilutive service provider stock options


172,087



183,930



173,347



159,698Effect of dilutive employee and director options and stock awards


498,968



323,498



489,760



220,20736,652,441



27,980,421



36,644,456



24,895,878Anti-dilutive stock options outstanding


50,000







50,000



233,000   Recently
    Adopted Accounting Standards
    FAS 157-2. FAS 157-2
   9




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##### Table of Contents



GREENLIGHT
    CAPITAL RE, LTD.
  NOTES TO
    THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      Recently
    Issued Accounting Standards
         10




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##### Table of Contents



GREENLIGHT
    CAPITAL RE, LTD.
  NOTES TO
    THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
      3.
    FINANCIAL
    INSTRUMENTS  Fair
    Value Hierarchy
      Fair Value Measurements as of June 30, 2008SignificantOther


SignificantQuoted Prices in


Observable


UnobservableTotal as of


Active Markets


Inputs


InputsDescription

June 30, 2008


(Level 1)


(Level 2)


(Level 3)($ in thousands)Listed equity securities

$
588,604


$
588,604


$



$
Debt securities


6,328







3,261



3,067Private equity securities


7,963







1,700



6,263Options


3,050



1,215



1,835



Financial contracts receivable/payable, net


2,977







2,977



$
608,922


$
589,819


$
9,773


$
9,330Listed equity securities, sold not yet purchased

$
(409,218
)

$
(409,218
)

$



$
$
(409,218
)

$
(409,218
)

$



$
  11




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##### Table of Contents



GREENLIGHT
    CAPITAL RE, LTD.
  NOTES TO
    THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Fair Value Measurements Using Significant Unobservable Inputs
    (Level 3)Three Months Ended June 30, 2008


Six Months Ended June 30, 2008Private








PrivateDebt


Equity





Debt


EquitySecurities


Securities


Total


Securities


Securities


Total($ in thousands)Beginning balance

$
865


$
10,943


$
11,808


$
865


$
8,115


$
8,980Purchases, sales, issuance, and settlements


2,204



804



3,008



2,204



3,565



5,769Total gains or losses (realized & unrealized) included
    in earnings


(2
)


(279
)


(281
)


(2
)


(212
)


(214
)Transfers in and/or out of Level 3






(5,205
)


(5,205
)






(5,205
)


(5,205
)Ending balance

$
3,067


$
6,263


$
9,330


$
3,067


$
6,263


$
9,330       Other
    Investments
      Unrealized


Unrealized


Fair MarketCost


Gains


Losses


Value($ in thousands)Private equity securities

$
9,565


$



$
(1,602
)

$
7,963Put options


2,477



594



(21
)


3,050$
12,042


$
594


$
(1,623
)

$
11,013  12




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##### Table of Contents



GREENLIGHT
    CAPITAL RE, LTD.
  NOTES TO
    THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
    Unrealized


Unrealized


Fair MarketCost


Gains


Losses


Value($ in thousands)Private equity securities

$
10,932


$
150


$
(247
)

$
10,835Call options


1,943



776



(1,409
)


1,310Put options


2,821



3,266



(1,182
)


4,905Futures






1,526







1,526$
15,696


$
5,718


$
(2,838
)

$
18,576     4.
    RETROCESSION    5.
    SHARE
    CAPITAL       13




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##### Table of Contents



GREENLIGHT
    CAPITAL RE, LTD.
  NOTES TO
    THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
        June 30, 2008


June 30, 2007Class A


Class B


Class A


Class BBalance  beginning of period


29,847,787



6,254,949



16,507,228



5,050,000Issue of ordinary shares


162,849







11,913,929



2,631,579Transfer from Class B to Class A










1,426,630



(1,426,630
)Balance  end of period


30,010,636



6,254,949



29,847,787



6,254,949   6.
    RELATED
    PARTY TRANSACTIONS  Investment
    Advisory Agreement
        Service
    Agreement
   14




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##### Table of Contents



GREENLIGHT
    CAPITAL RE, LTD.
  NOTES TO
    THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
  7.
    COMMITMENTS
    AND CONTINGENCIES  Letters
    of Credit
    Operating
    Lease
    Specialist
    Service Agreement
    Private
    Equity
    Schedule
    of Commitments and Contingencies
    2008


2009


2010


2011


2012


Total($ in thousands)Operating lease obligations

$
48


$
99


$
69


$



$



$
216Specialist service agreement


326



576



400



150







1,452Private equity and limited
    partnerships(1)


26,913



















26,913$
27,287


$
675


$
469


$
150


$



$
28,581     (1)
    
    Given the nature of these investments, the Company is unable to
    determine with any degree of accuracy when the remaining
    commitments will be called. Therefore, for purposes of the above
    table, the Company has assumed that all commitments will be paid
    within one year. 15




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##### Table of Contents



GREENLIGHT
    CAPITAL RE, LTD.
  NOTES TO
    THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
   Litigation
    8.
    SEGMENT
    REPORTING      Gross
    Premiums Written by Line of Business
  Three Months Ended June 30, 2008


Three Months Ended June 30, 2007


Six Months Ended June 30, 2008


Six Months Ended June 30, 2007($ in millions)PropertyCommercial lines

$
1.6



6.3
%

$
5.3



8.1
%

$
6.1



6.3
%

$
10.0



9.6
%Personal lines


(4.2
)


(16.5
)


15.8



24.2



(4.1
)


(4.3
)


30.8



29.8CasualtyGeneral liability


8.7



34.2



16.5



25.2



10.3



10.7



17.0



16.4Motor liability


12.1



47.6











36.9



38.4







Professional liability


2.2



8.7



27.3



41.7



2.2



2.3



27.3



26.4SpecialtyHealth


2.5



9.8



0.5



0.8



28.5



29.7



14.8



14.3Medical malpractice


(0.9
)


(3.5
)










6.9



7.2



3.6



3.5Workers compensation


3.4



13.4











9.3



9.7







$
25.4



100.0
%

$
65.4



100.0
%

$
96.1



100.0
%

$
103.5



100.0
%   Gross
    Premiums Written by Geographic Area of Risks Insured
  Three Months Ended June 30,Three Months Ended June 30, 2008


2007


Six Months Ended June 30, 2008


Six Months Ended June 30, 2007($ in millions)USA

$
21.6



85.0
%

$
33.6



51.3
%

$
86.2



89.7
%

$
66.6



64.3
%Worldwide(1)


3.0



11.8



29.2



44.6



9.1



9.5



34.2



33.0Europe










2.1



3.3











2.1



2.1Caribbean


0.8



3.2



0.5



0.8



0.8



0.8



0.6



0.6$
25.4



100.0
%

$
65.4



100.0
%

$
96.1



100.0
%

$
103.5



100.0
%     (1)
    
    Worldwide risk comprise individual policies that
    insure risks on a worldwide basis.  9.
    SUBSEQUENT
    EVENTS   16




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##### Table of Contents



GREENLIGHT
    CAPITAL RE, LTD.
  NOTES TO
    THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
    (Continued)
     17




---



##### Table of Contents



Item 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  References to we, us,
    our, our company, Greenlight
    Re, or the Company refer to Greenlight Capital
    Re, Ltd. and our wholly-owned subsidiary, Greenlight
    Reinsurance, Ltd., unless the context dictates otherwise.
    References to our Ordinary Shares refers
    collectively to our Class A Ordinary Shares and
    Class B Ordinary Shares.
  Form 10-K
  Special
    Note About Forward-Looking Statements
  Form 10-K
    General
       18




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##### Table of Contents



Segments
    
    frequency business; and
    severity business.      Outlook
    and Trends
      Form 10-K
    Critical
    Accounting Policies
  Form 10-K
 19




---



##### Table of Contents



Results
    of Operations
  For
    the Three and Six Months Ended June 30, 2008, and
    2007
        Premiums
    Written
    Three Months Ended June 30,


Six Months Ended June 30,2008


2007


2008


2007($ in thousands)Frequency

$
20,801



82.0
%

$
30,943



47.3
%

$
77,646



80.8
%

$
63,801



61.6
%Severity


4,559



18.0



34,502



52.7



18,480



19.2



39,708



38.4Total

$
25,360



100.0
%

$
65,445



100.0
%

$
96,126



100.0
%

$
103,509



100.0
%    20




---



##### Table of Contents




    A frequency contract was renewed during the three month period
    ended June 30, 2008 which had $5.9 million lower ceded
    premiums than the original contract entered into during the
    three months ended June 30, 2007. The lower ceded premiums
    on this contract were due to a combination of us retaining
    additional risk compared to the original contract, and due to
    lower estimated subject premiums on the assumed contract.
    Premium adjustments were recorded on two frequency contracts
    during the three month period ended June 30, 2008 which
    accounted for approximately $3.0 million of the decrease.    
    A frequency contract was renewed at lower estimated subject
    premiums.
    A frequency contract was restructured on renewal wherein we
    retained certain additional risks previously ceded to a third
    party.
    Premium adjustments were recorded on two frequency contracts
    during the six month period ended June 30, 2008.    Three Months Ended June 30,


Six Months Ended June, 302008


2007


2008


2007($ in thousands)Frequency

$
15,186



76.9
%

$
16,409



32.2
%

$
62,758



77.3
%

$
35,524



47.2
%Severity


4,559



23.1



34,502



67.8



18,481



22.7



39,708



52.8Total

$
19,745



100.0
%

$
50,911



100.0
%

$
81,239



100.0
%

$
75,232



100.0
%     Single Event


AggregateZone

Loss


Loss($ in thousands)USA(1)

$
51,750


$
69,500Europe


43,750



51,500Japan


43,750



51,500Rest of the world


23,750



31,500Maximum Aggregate


51,750



69,500     (1)
    
    Includes the Caribbean 21




---



##### Table of Contents



Net
    Premiums Earned
    Three Months Ended June 30,


Six Months Ended June 30,2008


2007


2008


2007($ in thousands)Frequency

$
15,341



62.2
%

$
20,476



82.0
%

$
33,295



63.8
%

$
36,417



79.4
%Severity


9,341



37.8



4,496



18.0



18,879



36.2



9,476



20.6Total

$
24,682



100.0
%

$
24,972



100.0
%

$
52,174



100.0
%

$
45,893



100.0
%       Losses
    Incurred
    Three Months Ended June 30,


Six Months Ended June 30,2008


2007


2008


2007($ in thousands)Frequency

$
6,102



65.3
%

$
10,594



95.1
%

$
14,098



65.7
%

$
19,165



95.2
%Severity


3,235



34.7



544



4.9



7,363



34.3



961



4.8Total

$
9,337



100.0
%

$
11,138



100.0
%

$
21,461



100.0
%

$
20,126



100.0
%        22




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##### Table of Contents



Three Months Ended June 30, 2008


Three Months Ended June 30, 2007Gross


Ceded


Net


Gross


Ceded


Net($ in thousands)Losses paid

$
6,456


$
(2,584
)

$
3,872


$
2,394


$
(651
)

$
1,743Increase (decrease) in reserves


5,229



236



5,465



11,911



(2,516
)


9,395Total

$
11,685


$
(2,348
)

$
9,337


$
14,305


$
(3,167
)

$
11,138   Six Months Ended June 30,


Six Months Ended June 30,2008


2007Gross


Ceded


Net


Gross


Ceded


Net($ in thousands)Losses paid

$
11,840


$
(4,409
)

$
7,431


$
2,394


$
(651
)

$
1,743Increase (decrease) in reserves


14,988



(958
)


14,030



23,652



(5,269
)


18,383Total

$
26,828


$
(5,367
)

$
21,461


$
26,046


$
(5,920
)

$
20,126   Acquisition
    Costs
    Three Months Ended June 30,


Six Months Ended June 30,2008


2007


2008


2007($ in thousands)Frequency

$
8,145



88.3
%

$
8,715



91.6
%

$
16,538



86.3
%

$
15,187



88.2
%Severity


1,083



11.7



800



8.4



2,619



13.7



2,040



11.8Total

$
9,228



100.0
%

$
9,515



100.0
%

$
19,157



100.0
%

$
17,227



100.0
%     General
    and Administrative Expenses
     23




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##### Table of Contents



Net
    Investment Income
    Three Months Ended


Six Months EndedJune 30,


June 30,2008


2007


2008


2007($ in thousands)Realized gains and change in unrealized gains, net

$
36,727


$
17,462


$
32,065


$
1,418Interest, dividend and other income


8,168



6,962



12,941



11,251Interest, dividend and other expenses


(5,099
)


(1,505
)


(8,501
)


(2,868
)Investment advisor compensation


(8,771
)


(2,995
)


(11,242
)


(4,258
)Net investment income

$
31,025


$
19,924


$
25,263


$
5,543       Taxes
    Ratio
    Analysis
    Six Months Ended June 30, 2008


Six Months Ended June 30, 2007Frequency


Severity


Total


Frequency


Severity


TotalLoss ratio


42.3
%


39.0
%


41.1
%


52.6
%


10.1
%


43.9
%Acquisition cost ratio


49.7
%


13.9
%


36.7
%


41.7
%


21.5
%


37.5
%Composite ratio


92.0
%


52.9
%


77.8
%


94.3
%


31.6
%


81.4
%Internal expense ratio










14.7
%










12.9
%Combined ratio










92.5
%










94.3
%    24




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##### Table of Contents



Loss and
    Loss Adjustment Expense Reserves
        June 30, 2008


December 31, 2007Case








CaseReserves


IBNR


Total


Reserves


IBNR


Total($ In thousands)Frequency

$
1,055


$
42,759


$
43,814


$
1,712


$
34,477


$
36,189Severity






13,553



13,553







6,188



6,188Total

$
1,055


$
56,312


$
57,367


$
1,712


$
40,665


$
42,377    25




---



##### Table of Contents



Liquidity
    and Capital Resources
  General
      Sources
    and Uses of Funds
         26




---



##### Table of Contents



Letters
    of Credit
  non-U.S. clients
        Capital
       27




---



##### Table of Contents



Contractual
    Obligations and Commitments
    Less Than








More ThanTotal


1 Year


1-3 Years


3-5 Years


5 Years($ in thousands)Operating lease obligations

$
216


$
97


$
119


$



$
Specialist service agreement


1,452



652



800







Private equity
    investments(1)


26,913



26,913











Loss and loss adjustment expense
    reserves(2)


57,367



28,682



15,437



4,948



8,300$
85,948


$
56,344


$
16,356


$
4,948


$
8,300     (1)
    
    As of June 30, 2008, we had
    made commitments to invest a total of $31.6 million in
    private investments. As of June 30, 2008, we had invested
    $4.7 million of this amount, and our remaining commitments
    to these vehicles were $26.9 million. Given the nature of
    these investments, we are unable to determine with any degree of
    accuracy when the remaining commitment will be called.
    Therefore, for purposes of the above table, we have assumed that
    all commitments will be made within one year. Under our
    investment guidelines, in effect as of the date hereof, no more
    than 10% of the assets in the investment portfolio may be held
    in private equity securities.(2)
    
    The amount and timing of the cash
    flows associated with our reinsurance contractual liabilities
    will fluctuate, perhaps materially, and, therefore, are highly
    uncertain.           28




---



##### Table of Contents



Off-Balance
    Sheet Financing Arrangements
    Item 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK    
    equity price risk;
    foreign currency risk;
    interest rate risk;
    credit risk; and
    effects of inflation.  EQUITY PRICE RISK.
    FOREIGN CURRENCY RISK.
     29




---



##### Table of Contents



US$ EquivalentOriginal Currency

Fair Value($ in thousands)European Union euro

$
(32,506
)British pounds


(20,969
)South Korean won


7,165Hong Kong dollar


8,569Japanese yen


9,124Other


3,974$
(24,643
)     INTEREST RATE RISK.
  CREDIT RISK.
  EFFECTS OF INFLATION.
  Item 4T.
    CONTROLS
    AND PROCEDURES  Rule 13a-15(e)
     30




---



##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings   Item 1A.  Risk
    Factors



Factors that could cause our actual results to differ materially
    from those in this report are any of the risks described in
    Item 1A Risk Factors included in our Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2007, as filed with
    the SEC. Any of these factors could result in a significant or
    material adverse effect on our results of operations or
    financial condition. Additional risk factors not presently known
    to us or that we currently deem immaterial may also impair our
    business or results of operations.



As of August 6, 2008, there have been no material changes
    to the risk factors disclosed in Item 1A Risk
    Factors included in our Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2007, as filed with
    the SEC, except we may disclose changes to such factors or
    disclose additional factors from time to time in our future
    filings with the SEC. Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders  Annual General Meeting of Shareholders.
      Director

Class A For


Class A Against


Class A Abstain


Class B For


Class B Against


Class B AbstainAlan Brooks


62,919,747



75,688



4,706



8,793,149



0



0David Einhorn


62,919,747



75,688



4,706



8,793,149



0



0Leonard Goldberg


62,919,747



75,688



4,706



8,793,149



0



0Ian Isaacs


62,919,747



75,688



4,706



8,793,149



0



0Frank Lackner


62,919,747



75,688



4,706



8,793,149



0



0Bryan Murphy


62,919,747



75,688



4,706



8,793,149



0



0Joseph Platt


62,919,747



75,688



4,706



8,793,149



0



0  31




---



##### Table of Contents



Director

Class A For


Class A Against


Class A Abstain


Class B For


Class B Against


Class B AbstainAlan Brooks


62,899,583



77,360



23,198



8,793,149



0



0David Einhorn


62,899,583



77,360



23,198



8,793,149



0



0Leonard Goldberg


62,899,583



77,360



23,198



8,793,149



0



0Ian Isaacs


62,899,583



77,360



23,198



8,793,149



0



0Frank Lackner


62,899,583



77,360



23,198



8,793,149



0



0Bryan Murphy


62,899,583



77,360



23,198



8,793,149



0



0Joseph Platt


62,899,583



77,360



23,198



8,793,149



0



0     Class A


Class BFor


53,628,006



8,793,149Against


7,960,427



0Abstain


1,411,708



0     Class A


Class BFor


62,902,754



8,793,149Against


82,159



0Abstain


15,229



0     Class A


Class BFor


62,886,338



8,793,149Against


98,574



0Abstain


15,229



0   Item 5.
    Other
    Information   32




---



##### Table of Contents



Item 6.
    Exhibits  3
.1

Third Amended and Restated Memorandum and Articles of
    Association, as revised by special resolution on July 10,
    200831
.1

Certification of the Chief Executive Officer filed hereunder
    pursuant to Section 302 of the Sarbanes Oxley Act of 200231
.2

Certification of the Chief Financial Officer filed hereunder
    pursuant to Section 302 of the Sarbanes Oxley Act of 200232
.1

Certification of the Chief Executive Officer filed hereunder
    pursuant to Section 906 of the Sarbanes Oxley Act of 200232
.2

Certification of the Chief Financial Officer filed hereunder
    pursuant to Section 906 of the Sarbanes Oxley Act of 2002  33




---



##### Table of Contents



SIGNATURES    GREENLIGHT CAPITAL RE, LTD.
   
   Title:
    Chief Executive Officer