[GRAPHIC OMITTED]

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended         March 31, 1997
                                 ------------------------

Commission file number                     1-8026
                                  -----------------------
                             GENERAL RE CORPORATION

             (Exact name of registrant as specified in its charter)

         DELAWARE                                                06-1026471
-------------------------------                               ----------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

Financial Centre, P.O. Box 10350
Stamford, Connecticut                                           06904-2350
-------------------------------                               ----------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, with area code                  (203) 328-5000
                                                              ----------------

                                     None 
                                     ------
              (Former name, former address and former fiscal year,
                          if changed since last report)

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.

                 Class                          Outstanding at March 31, 1997
---------------------------------------        ------------------------------

     Common Stock, $.50 par value                      80,724,742 Shares
---------------------------------------        -------------------------------

[GRAPHIC OMITTED]


<PAGE>



                             GENERAL RE CORPORATION

                                      INDEX



                          PART I. FINANCIAL INFORMATION


                                                                    PAGE
Item 1.    Financial Statements

           Consolidated Statements of Income
           Three months ended March 31, 1997 and 1996                3

           Consolidated Balance Sheets
           March 31, 1997 and December 31, 1996                      4

           Consolidated Statements of Common Stockholders' Equity
           Three months ended March 31, 1997 and 1996                5

           Consolidated Statements of Cash Flows
           Three months ended March 31, 1997 and 1996                6

           Notes to Consolidated Interim Financial Statements        7

Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations             9


                           PART II. OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

           (a)   Exhibit 11 - Statement Re: Computation of Per 
                 Share Earnings                                     18

           (b)   Reports on Form 8-K                                18





                                        2


<PAGE>


                             GENERAL RE CORPORATION
                        Consolidated Statements of Income
                        (in millions, except share data)

                                                         (Unaudited)
                                                      Three months ended
                                                           March 31,
                                                    1997              1996
                                                    ----              ----
Premiums and other revenues

Net premiums written
     Property/casualty                             $1,263            $1,210
     Life/health                                      298               251
                                                  -------           -------
Total net premiums written                         $1,561            $1,461
                                                   ======            ======

Net premiums earned
     Property/casualty                             $1,370            $1,294
     Life/health                                      286               245
                                                  -------           -------
Total net premiums earned                           1,656             1,539

Investment income                                     318               285
Other revenues                                         87                68
Net realized gains on investments                      11                50
                                                  -------           -------

         Total revenues                             2,072             1,942
                                                    -----             -----

Expenses

Claims and claim expenses                             967               908
Life/health benefits                                  200               180
Acquisition costs                                     354               355
Other operating costs and expenses                    206               147
Goodwill amortization                                   7                 5
                                                  -------          --------

         Total expenses                             1,734             1,595
                                                    -----           -------

         Income before income taxes and 
          minority interest                           338               347

Income tax expense                                     81                87
                                                   ------             -----

         Income before minority interest              257               260

Minority interest                                      13                23
                                                    ------           ------

         Net income                                  $244              $237
                                                     ====              ====

Share data:

Net income per common share                         $2.97             $2.87
                                                    =====             =====

Dividend per share to common stockholders           $ .55             $ .51
                                                    =====             =====

Average common shares outstanding              81,098,094        81,457,455
                                               ==========        ==========

           See notes to the consolidated interim financial statements.

                                        3


<PAGE>


                             GENERAL RE CORPORATION
                           Consolidated Balance Sheets
                        (in millions, except share data)

                                                   (Unaudited)
                                                 March 31, 1997  Dec. 31, 1996
                                                 --------------  -------------
                                 ASSETS
Investments:
  Fixed maturities:
    Available-for-sale (cost: $16,114 in 1997;
    $16,473 in 1996) .............................   $ 16,655    $ 17,168
    Trading (cost: $2,844 in 1997; $2,994 in 1996)      2,739       2,967
  Preferred equities, at fair value (cost: $1,000
in 1997; $771 in 1996) ...........................      1,007         789
  Common equities, at fair value (cost: $1,965 in
1997; $1,941 in 1996) ............................      3,787       3,675
  Short-term investments, at amortized cost which
 approximates fair value .........................      1,386       1,267
  Other invested assets ..........................        717         696
                                                     --------    --------
      Total investments ..........................     26,291      26,562

Cash .............................................        332         365
Accrued investment income ........................        324         405
Accounts receivable ..............................      2,807       2,832
Funds held by reinsured companies ................        490         474
Reinsurance recoverable ..........................      2,959       2,935
Deferred acquisition costs .......................        446         457
Goodwill .........................................      1,045       1,052
Trading account assets ...........................      3,390       4,085
Securities purchased under agreement to resell ...        476        --
Other assets .....................................      1,045         994
                                                     --------    --------
      Total assets ...............................   $ 39,605    $ 40,161
                                                     ========    ========
                               LIABILITIES
Claims and claim expenses ........................   $ 16,115    $ 15,977
Policy benefits for life/health contracts ........        784         751
Unearned premiums ................................      1,861       1,957
Other reinsurance balances .......................      3,484       3,388
Notes payable and commercial paper ...............        738         430
Income taxes .....................................        683         728
Securities sold under agreements to repurchase ...      2,541       1,985
Securities sold but not yet purchased ............        578         869
Trading account liabilities ......................      2,934       3,907
Other liabilities ................................      1,368       1,675
Minority interest ................................      1,152       1,166
                                                     --------    --------
    Total liabilities ............................     32,238      32,833
                                                     --------    --------

Cumulative convertible preferred stock (shares
 issued: 1,708,765 in 1997 and 1,711,907 in 1996;
 no par value) ...................................        146         146
Loan to employee savings and stock ownership plan        (144)       (144)
                                                     --------    --------
                                                            2           2
                                                     --------    --------
                       COMMON STOCKHOLDERS' EQUITY
Common stock (102,827,344 shares issued in 1997
and 1996; par value $.50) ........................         51          51
Paid-in capital ..................................      1,060       1,041
Unrealized appreciation of investments, net of
deferred income taxes ............................      1,572       1,625
Currency translation adjustments, net of deferred
 income taxes ....................................        (14)        (53)
Retained earnings ................................      6,905       6,708
Less common stock in treasury, at cost (shares
held: 22,102,602 in 1997
   and 21,262,113 in 1996) .......................     (2,209)     (2,046)
                                                     --------    --------
     Total common stockholders' equity ...........      7,365       7,326
                                                     --------    --------
   Total liabilities, cumulative convertible
 preferred stock and common stockholders' equity .   $ 39,605    $ 40,161
                                                     ========    ========

           See notes to the consolidated interim financial statements.
                                        4


<PAGE>



                             GENERAL RE CORPORATION

             Consolidated Statements of Common Stockholders' Equity
                                  (in millions)

                                                    (Unaudited)
                                                Three months ended
                                                      March 31,
                                                   1997       1996
                                                   ----       ----
Common stock:
    Beginning of period .....................   $    51    $    51
    Change for the period ...................      --         --
                                                -------    -------
       End of period ........................        51         51
                                                -------    -------

Paid-in capital:
    Beginning of period .....................     1,041        635
    Stock issued under stock option and other
    incentive arrangements ..................        13         13
    Other ...................................         6          2
                                                -------    -------
       End of period ........................     1,060        650
                                                -------    -------

Unrealized appreciation of investments,
    net of deferred income taxes:
    Beginning of period .....................     1,625      1,468
    Change for the period ...................       (68)       (80)
    Deferred income taxes ...................        15         30
                                                -------    -------
       End of period ........................     1,572      1,418
                                                -------    -------

Currency translation adjustments,
    net of deferred income taxes:
    Beginning of period .....................       (53)       (11)
    Change for the period ...................        39        (12)
                                                -------    -------
       End of period ........................       (14)       (23)
                                                -------    -------

Retained earnings:
    Beginning of period .....................     6,708      5,986
    Net income ..............................       244        237
    Dividends paid on common stock ..........       (44)       (41)
    Dividends paid on preferred stock, net of
    income taxes ............................        (3)        (3)
                                                -------    -------
       End of period ........................     6,905      6,179
                                                -------    -------

Common stock in treasury:
    Beginning of period .....................    (2,046)    (1,542)
    Cost of shares acquired during period ...      (167)      (270)
    Stock issued under stock option and other
    incentive arrangements ..................         4          4
                                                -------    -------
       End of period ........................    (2,209)    (1,808)
                                                -------    -------

    Total common stockholders' equity .......   $ 7,365    $ 6,467
                                                =======    =======









           See notes to the consolidated interim financial statements.

                                        5

<PAGE>


                             GENERAL RE CORPORATION
                      Consolidated Statements of Cash Flows
                                  (in millions)
                                                             (Unaudited)
                                                         Three months ended
                                                                March 31,
                                                                ---------
                                                            1997       1996
                                                            ----       ----
Cash flows from operating activities:
     Net income ......................................   $   244    $   237
     Adjustments to reconcile net income to net cash
     provided by operating activities:
         Change in claim and claim expense liabilities       138         54
         Change in policy benefits for life/health
         contracts ...................................        33         77
         Change in reinsurance recoverable ...........       (24)       (70)
         Change in unearned premiums .................      (110)       (79)
         Amortization of acquisition costs ...........       354        355
         Acquisition costs deferred ..................      (343)      (322)
         Trading account activities
              Change in trading account securities ...       (80)      (944)
              Securities purchased under agreements
              to resell ..............................      (476)       (44)
              Securities sold under agreements to
              repurchase .............................       556      1,020
              Change in other trading balances .......      (435)        21
         Other changes in assets and liabilities .....       105        298
         Realized gains on investments ...............       (11)       (50)
                                                         -------    -------
                  Net cash from (used in) operating
                  activities .........................       (49)       553
                                                         -------    -------

Cash flows from investing activities:
     Fixed maturities: available-for-sale
         Purchases ...................................    (1,709)    (2,368)
         Calls and maturities ........................       116        278
         Sales .......................................     2,007      1,743
     Preferred and common equities
         Purchases ...................................      (418)      (265)
         Sales .......................................       126        195
     Net (purchases) sales of short-term investments .      (203)       104
     Net purchases of other invested assets ..........       (16)        (5)
                                                         -------    -------
                  Net cash used in investing
                  activities .........................       (97)      (318)
                                                         -------    -------

Cash flows from financing activities:
     Commercial paper borrowing, net .................       310       --
     Change in contract deposits .....................         1        117
     Cash dividends paid to common stockholders ......       (44)       (41)
     Acquisition of treasury stock ...................      (172)      (263)
     Other ...........................................        18         17
                                                         -------    -------
                  Net cash from (used in) financing
                  activities .........................       113       (170)
                                                         -------    -------

Change in cash .......................................       (33)        65

Cash, beginning of period ............................       365        258
                                                         -------    -------

Cash, end of period ..................................   $   332    $   323
                                                         =======    =======



           See notes to the consolidated interim financial statements.

                                        6


<PAGE>



                             GENERAL RE CORPORATION
                             ----------------------


               NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.   General - The interim  financial  statements of General Re Corporation  and
     its  subsidiaries  ("General  Re")  have  been  prepared  on the  basis  of
     generally accepted accounting principles and, in the opinion of management,
     reflect  all  adjustments   (consisting  of  normal,   recurring  accruals)
     necessary for a fair presentation of results for such periods.  The results
     of  operations  for any interim  period are not  necessarily  indicative of
     results for the full year.  These  financial  statements  should be read in
     conjunction with the financial statements and related notes in General Re's
     1996 Annual Report filed on Form 10-K. Certain  reclassifications have been
     made to 1996  balances to conform to the 1997  presentation.  The operating
     results of General Re's international  reinsurance  operations are reported
     on a quarter lag.

2.   National Re - The comparable  1996 first quarter amounts do not include the
     assets,  liabilities,  operating  results  and cash flows for  National  Re
     Corporation, since it was acquired on October 3, 1996.

3.   Cologne Re - The minority  interest  included in General Re's statements of
     income and balance  sheets  relates to the economic  interest of Cologne Re
     not owned by GR-CK and the Class A shares of GR-CK,  which are not owned by
     General Re.

4.   Income Taxes - General Re's effective  income tax rate differs from current
     statutory rates principally due to tax-exempt interest income and dividends
     received  deductions.  General Re paid income  taxes of $69 million and $31
     million in the three months ended March 31, 1997 and 1996, respectively.

5.   Reinsurance Ceded - General Re utilizes  reinsurance to reduce its exposure
     to large  losses.  The  income  statement  amounts  for  premiums  written,
     premiums  earned,  claims  and  claim  expenses  incurred  and  life/health
     benefits are reported net of reinsurance.  Direct,  assumed,  ceded and net
     amounts for the first quarter ended March 31, 1997 and 1996 were as follows
     (in millions):

              Property/Casualty      Life/Health       Claims and   Life/Health
              Written   Earned     Written   Earned  Claim Expenses   Benefits
     1997
     Direct     $123     $126          -        -         $104           -
     Assumed   1,340    1,456        $352      $323        969          $221
     Ceded      (200)    (212)        (54)      (37)      (106)          (21)
               -----    -----        ----      ----       ----          ----
     Net      $1,263   $1,370        $298      $286       $967          $200
              ======   ======        ====      ====       ====          ==== 


     1996
     Direct     $111     $103        -         -           $65          -
     Assumed   1,285    1,402        $289      $299      1,021          $240
     Ceded      (186)    (211)        (38)      (54)      (178)          (60)
              ------   ------       -----     -----       ----         -----
     Net      $1,210   $1,294        $251      $245       $908          $180
              ======   ======        ====      ====       ====          ====





                                        7


<PAGE>


                             GENERAL RE CORPORATION

         NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)


6.   Per Common Share Data - Income per common share is based on net income less
     preferred   dividends   divided  by  the  weighted  average  common  shares
     outstanding   during  the  period.   The  weighted  average  common  shares
     outstanding  were  81,098,094  and  81,457,455  for the first quarter ended
     March 31, 1997 and 1996, respectively.

7.   Litigation - On July 1, 1996, U.S. Aviation Underwriters,  Inc. ("USAU"), a
     subsidiary  of General Re, and John V.  Brennan,  the former  Chairman  and
     Chief Executive  Officer of USAU, after a trial in the U.S.  District Court
     for the Eastern  District of New York,  were found  guilty of mail fraud in
     connection  with the allocation of insurance  claims between two companies,
     arising  out of the  December  7, 1987  crash of a domestic  United  States
     flight.  General Re does not expect the amount of any  liability to USAU to
     be material to the financial position,  results of operations or cash flows
     of General Re.

8.   New  Accounting  Standards - In February  1997,  the  Financial  Accounting
     Standards Board issued Statement of Financial Accounting Standards No. 128,
     Earnings Per Share. The Statement  establishes a new standard for computing
     and  presenting  earnings per share data.  The  Statement is effective  for
     financial  statements  issued for both  interim and annual  periods  ending
     after  December 15, 1997.  This  Statement  supersedes  APB Opinion No. 15,
     Earnings Per Share,  and requires  dual  presentation  of basic and diluted
     earnings per share on the face of the income statement.  Basic earnings per
     share  excludes  dilution and is computed by dividing  income  available to
     common  stockholders  by  the  weighted-average  number  of  common  shares
     outstanding for the period.  Diluted  earnings per share include the effect
     of all  potentially  dilutive  securities.  The  Statement  also requires a
     reconciliation  of the numerator and  denominator of the basic earnings per
     share to the numerator and  denominator  of the diluted  earnings per share
     computation  in the notes to the  financial  statements.  All prior  period
     earnings per share data presented must be restated.

     General Re's primary  earnings per share for the first quarter of 1997 were
     the same as basic  earnings per share  calculated  under the new Statement.
     Fully diluted  earnings per share are not currently  presented  because the
     dilution effects are not material.  If General Re had adopted the Statement
     in the first  quarter of 1997,  diluted  earnings per share would have been
     $2.90 per share.












                                        8


<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


CONSOLIDATED

Net income for the first  quarter  of 1997 was $2.97 per  share,  compared  with
$2.87 per share in 1996.  Net  income  for the first  quarter  of 1997  included
after-tax realized gains of $.07 per share,  compared with $.29 per share in the
first quarter of 1996.  Income from  operations,  excluding  after-tax  realized
gains and losses,  was $2.90 per share in the first quarter of 1997, an increase
of 12.4  percent  from the $2.58 per share  earned in the  comparable  period in
1996.  These improved results in the first quarter of 1997 were primarily due to
increased earnings in the global life/health operations,  financial services and
growth in North American property/casualty investment income.

Consolidated  net  premiums  written  for the first  quarter of 1997 were $1,561
million,  an increase of 6.8 percent from $1,461 million in 1996. North American
property/casualty  premiums written of $795 million in the first quarter of 1997
increased 15.3 percent from $689 million in the  comparable  period in 1996. The
first quarter of 1997  includes $84 million of net premiums  written by National
Re  Corporation  ("National  Re"),  which was  acquired on October 3, 1996.  The
international  property/casualty  subsidiaries'  net  premiums  written  of $468
million in the first  quarter of 1997  decreased  10.2 percent from $521 million
for the same period in 1996.  Net  premiums  written for the global  life/health
segment  were $298  million in the first  quarter of 1997,  an  increase of 18.8
percent from the comparable amount in 1996.

Consolidated  pretax  investment income was $318 million in the first quarter of
1997,  compared with $285 million in the same period of 1996.  Investment income
for the North American property/casualty operations of $199 million in the first
quarter of 1997  increased by $30 million over the first  quarter of 1996 due to
higher  invested  assets in  existing  operations  and  investment  income  from
National  Re.  Investment   income  for  the   international   property/casualty
operations of $93 million in the first quarter of 1997 declined from $98 million
in the first quarter of 1996,  principally due to currency and lower bond yields
in Germany.  Investment  income for the global  life/health  operations  was $18
million in first  quarter of 1997,  compared to $14 million in the first quarter
of 1996. The financial services  segment's  investment income was $8 million and
$4 million in the first quarter of 1997 and 1996, respectively.

The  consolidated  effective  tax rate was 24.1 percent for the first quarter of
1997,  compared with 25.1 percent in the first quarter of 1996.  The decrease in
the  consolidated  effective  tax  rate  was the  result  of a  decrease  in the
proportion  of  General  Re's  pretax   income   earned  by  its   international
subsidiaries in higher tax rate jurisdictions and lower realized gains.

Net cash flow from consolidated operations was negative $49 million in the first
quarter of 1997,  compared  to  positive  cash flow of $553  million in the same
period  in  1996.   Cash  flows   from   operations   for  the  North   American
property/casualty  operations of $117 million declined  compared to $275 million
in the first quarter of 1996,  principally due to  commutations  and higher paid
losses. The financial services  operations had net cash outflows from operations
of $394 million in the first quarter of 1997,  compared to positive cash flow of
$63 million in the first  quarter of 1996.  The cash outflow in the quarter was
due to the use of commercial paper to fund certain structured transactions.  The
international  property/casualty and global life/health operations had cash flow
from  operating  activities  of $228  million  for the  first  quarter  of 1997,
compared with $215 million in 1996.
                                        9


<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


In the first quarter of 1997,  consolidated  invested  assets  decreased by $271
million to $26,291 million. The decrease was due to a decline of $365 million in
the  financial   services  segment  and  $161  million  in  the  North  American
property/casualty operations,  partially offset by $255 million of growth in the
international  property/casualty  and  global  life/health  operations  invested
assets.  The decrease in financial services invested assets primarily relates to
the hedging  activities of General Re Financial Products  Corporation  ("GRFP").
The decrease in North American  property/casualty  invested assets was primarily
the result of repurchases of General Re's common stock,  while the growth in the
international  property/casualty  and global  life/health  operations was due to
operating cash flow.

The   consolidated   gross   liability   for  claims  and  claim   expenses  for
property/casualty  operations was $16,115 million at March 31, 1997, an increase
of $138 million  over the year-end  1996  liability.  The asset for  reinsurance
recoverable on unpaid claims was $2,584  million at March 31, 1997,  compared to
$2,572 million at December 31, 1996. At March 31, 1997, the gross  liability for
claims and claim  expenses and the related  asset for  reinsurance  recoverables
include $2,022 million and $623 million,  respectively,  for  environmental  and
latent injury  claims.  These amounts  include  provisions for both reported and
incurred but not reported claims.

Common stockholders' equity at March 31, 1997 was $7,365 million, an increase of
0.5 percent from the $7,326 million at December 31, 1996. The increase in common
stockholders' equity during the first quarter of 1997 was principally the result
of net  income of $244  million,  a  decrease  in  unrealized  foreign  currency
translation  losses of $39 million  and the  reissuance  of common  stock of $17
million,  partially  offset by  common  share  repurchases  of $167  million,  a
decrease in after-tax unrealized  investment gains of $53 million and common and
preferred  stock  dividends  of  $47  million.  On a  per  share  basis,  common
stockholders'  equity  increased  from $89.82 at December  31, 1996 to $91.23 at
March 31, 1997.

Dividends paid to common  stockholders  were $44 million and $41 million for the
first quarter of 1997 and 1996, respectively. On February 12, 1997, the Board of
Directors  declared a regular quarterly dividend of $.55 per share on the common
stock of General Re. This  represents  an increase of 7.8 percent  over the $.51
per share dividend paid in prior quarters  during 1996 and the 21st  consecutive
year in which  General Re has increased  its  dividend.  General Re  repurchased
1,020,000  shares of common stock during the first quarter of 1997 for aggregate
consideration  of $167 million,  which equates to an average cost of $163.67 per
share.  On  April 9,  1997,  General  Re's  Board of  Directors  approved  a new
repurchase  program  for  $500  million.  In  addition  to  specific  repurchase
programs, General Re has standing authority to repurchase shares in anticipation
of share issuances under various  compensation plans. Since the inception of the
repurchase program in 1987, General Re has repurchased  28,153,500 common shares
for total consideration of $2,500 million.

At March 31,  1997,  General Re  Corporation  had $275  million  of senior  debt
outstanding, of which $150 million was issued by General Re  Corporation  and is
rated AAA by Standard & Poor's and Aa1 by Moody's,  and $125  million was issued
by  National  Re and is rated AA by  Standard  and  Poor's  and Aa2 by  Moody's.
General Re Corporation issues commercial paper to provide  additional  financial
flexibility  for  its  operations.   Commercial  paper  offered  by  General  Re
Corporation  has been rated A1+ by Standard & Poor's and Prime 1 by Moody's.  At
March 31, 1997,  $450 million of commercial  paper was  outstanding.  General Re
Corporation has $1.2 billion


                                       10
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


of available  lines of credit which  provide  financial  flexibility  to support
General Re Corporation's commercial paper program. The credit lines consist of a
364-day  facility  of  $400  million  and a  five-year  credit  facility  of the
remaining $800 million.  The credit agreements with the banks require General Re
to maintain a minimum  consolidated  tangible  net worth,  as  defined,  of $2.7
billion.  All $1.2 billion of available lines of credit were unused at March 31,
1997.

Pretax  income  discussed in each of the segment  sections that follow is before
minority interest deductions and goodwill amortization, both of which are deemed
corporate expenses that have not been allocated to the segments.

NORTH AMERICAN PROPERTY / CASUALTY
----------------------------------
(in millions)                                          First Quarter
                                                       -------------
                                                     1997         1996
                                                     ----         ----

Income before income taxes and realized gains        $205         $181
Net premiums written                                  795          689
Net underwriting income                                 6            8
Combined ratio                                       99.2%        98.9%
Investment income                                    $199         $169
Other income                                            -            4
Operating cash flow                                   117          275

Pretax income for the North  American  property/casualty  operations,  excluding
realized  gains/losses,  increased 13.5 percent in the first quarter of 1997, as
compared to the same quarter of 1996.  The 1997  results include the income from
National  Re. The  increase  in pretax  income was due to  increased  investment
income.  In the first quarter of 1997, the combined ratio for the North American
property/casualty  operations  was 99.2 percent,  compared with 98.9 percent for
the first  quarter of 1996 and 99.1  percent  for the full year 1996.  The first
quarter was not significantly affected by catastrophes in either 1997 or 1996.

Net premiums  written for the North American  property/casualty  operations were
$795  million in the first  quarter of 1997,  representing  an  increase of 15.3
percent over the first quarter of 1996. Excluding premiums from National Re, net
premiums written  increased by 3.1 percent for the quarter.  A major contributor
to the North  American  treaty  growth  continued to be increased  business with
regional and specialty  companies.  At the same time, treaty business with large
national companies continued to decline. This trend toward writing more business
with  regional and specialty  companies  has continued  over recent years and is
enhanced by the National Re transaction.  Casualty  facultative  individual risk
business  increased  approximately 10 percent  primarily due to the inclusion of
National Re  business,  while  individual  risk  property  facultative  business
declined slightly.

The  wholesale  nature  of  reinsurance  transactions  periodically  results  in
somewhat  volatile  premium trends between  quarters and years.  The addition or
loss of a large contract may  significantly  affect General Re's premium growth,
although  large  contracts  generally  have a smaller effect on earnings than on
premium

                                       11
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


trends.  General Re's treaty contracts usually include  short-term  cancellation
provisions.  General  Re's largest  treaty has  annualized  premiums  written of
approximately $250 million and contributed approximately one half of one percent
of General Re's 1996 net income.

For the General  Star  companies,  which  primarily  write  excess,  surplus and
specialty  insurance,  net premiums written grew by 5.2 percent for the quarter.
For  the  Genesis   operations,   which  provide  direct  excess  insurance  and
reinsurance  to companies with  self-insurance  programs,  net premiums  written
increased  by 1.8 percent for the first  quarter  compared to the same period in
1996.  The slowed  growth in Genesis  premiums  results  principally  from lower
growth in professional liability net premiums.

Pretax  investment  income for the North American  property/casualty  operations
increased  18.0 percent  compared to the first  quarter of 1996. On an after-tax
basis,  net investment  income  increased 15.6 percent from $145 million to $167
million  during  the  quarter.   North  American   property/casualty   after-tax
investment  income grew due to an increase of $1.1  billion in the fixed  income
portfolio  and  optimizing  the fixed income  portfolio's  after-tax  investment
income. National Re accounts for approximately $11 million of the $23 million 
of growth in North American property/casualty after-tax investment income.

North  American  investment  income of $199 million in the first quarter of 1997
declined  slightly from $204 million in the fourth  quarter of 1996. In general,
fourth  quarter  investment  income  benefits from higher common  dividends than
other  quarters.  The  overall  annualized  pretax  yield on the North  American
property/casualty  invested asset portfolio was 5.4 percent in the first quarter
of 1997,  compared with 5.2 percent in the same period in 1996.  The  annualized
pretax and after-tax  yield in the first quarter of 1997 on the segment's  fixed
maturity portfolio was 6.4 percent and 5.4 percent, respectively,  compared with
6.8 percent and 5.8 percent in the same period in 1996.

The gross  liability  for  claims  and  claim  expenses  for the North  American
property/casualty  operations was $10,727  million at March 31, 1997, a decrease
of $39 million,  or 0.4 percent  compared to the year-end  1996  liability.  The
asset for  reinsurance  recoverable on unpaid claims was $1,978 million at March
31, 1997,  compared to $2,025  million at December  31, 1996.  The growth in the
segment's  claim liability was reduced by the $51 million due to the commutation
of two assumed reinsurance transactions.  At March 31, 1997, total assets of the
North American property/casualty  operations were $19,435 million, compared with
$19,669 million at December 31, 1996.

During  the  first  quarter  of 1997,  calls  and  maturities  on  grandfathered
tax-exempt bonds were  approximately $21 million and preferred equity calls were
$45 million. The bonds had an average yield of approximately 7.4 percent and the
proceeds from the calls were reinvested at an average yield of approximately 5.6
percent.  The  preferred  equities  had an average  yield of  approximately  7.2
percent and the proceeds  from the calls were  reinvested at an average yield of
approximately  7.1 percent.  Based on its current  investment  portfolio and the
current  yield curve,  General Re  presently  anticipates  additional  calls and
maturities through the end of 1997 of approximately $69 million of grandfathered
tax-exempt bonds and $155 million of preferred equities, both with


                                       12
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


an average yield of approximately  7.7 percent.  Reinvestment of these funds may
adversely affect average portfolio yields and investment income.

Cash flow from the North  American  operations  for the first  quarter  compares
unfavorably  with the first quarter of 1996,  partially due to two  commutations
which accounted for $51 million of the paid losses in the quarter.  In addition,
during the first quarter of 1997, the North American operations had an increased
number of large claim  payments,  which were not  concentrated in any particular
line of business or accident year. Due to the nature of General Re's reinsurance
operations, paid claims may be volatile from quarter to quarter.

INTERNATIONAL PROPERTY / CASUALTY
---------------------------------
(in millions)                                             First Quarter
                                                          -------------
                                                       1997          1996
                                                       ----          ----

Income before income taxes and realized gains           $71           $83
Net premiums written                                    468           521
Net underwriting income (loss)                          (20)          (11)
Combined ratio                                        103.5%        101.7%
Investment income                                       $93           $98
Other income (loss)                                      (2)           (4)
Operating cash flow                                     228           215
  
Income   before   income   taxes  and  realized   gains  of  the   international
property/casualty  operations'  decreased  14.2 percent for the first quarter of
1997,  compared with the first  quarter of 1996.  For the first quarter of 1997,
income for the international  property/casualty operations declined due to lower
underwriting and investment income.

The combined ratio in the international  property/casualty  operations was 103.5
percent in the first quarter,  which  compares  unfavorably to the 102.1 percent
reported for the year 1996 and 101.7 percent for the first quarter of 1996.  The
deterioration in underwriting was primarily due to two large individual property
losses.

International  net premiums  written  were $468 million in the first  quarter of
1997, compared with $521 million in the first quarter of 1996, a decline of 10.2
percent. Approximately half of this decrease was due to the strengthening of the
U.S.  dollar,  which lowered  international  premiums when  translated into U.S.
dollars.  The  remaining  decline was  primarily  attributable  to the effect of
placing  Cologne  Re's U.S.  broker  market  operations  into  runoff  and lower
premiums in Cologne Re's Dublin operation.

Pretax investment income for the international  property/casualty operations was
$93 million for the first quarter of 1997, compared with $98 million in the same
period of 1996. The decline in investment income was due to lower interest rates
in Germany over the past two years and the effect of currency  translation  into
the U.S. dollar. Since the end of 1994, the five-year German government bond has
declined from 7.25 percent to 4.80 percent


                                       13
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


currently.  Compared to the fourth quarter of 1996,  investment income was lower
in the first quarter due to the seasonally higher common dividends in the fourth
quarter. The overall annualized pretax yield on the invested asset portfolio was
5.4 percent and 6.0 percent in the first quarter of 1997 and 1996, respectively.

At March 31,  1997,  total  assets of the  international  property/casualty  and
global  life/health  operations  were  $12,662  million,  compared  with $12,454
million at December 31, 1996. The gross  liability for claims and claim expenses
was $5,388  million at March 31, 1997 compared  with $5,210  million at December
31,  1996.  The asset for  reinsurance  recoverable  on unpaid  claims  was $606
million at March 31, 1997, compared to $546 million at December 31, 1996. Growth
in these  liabilities  and assets was  partly  lowered  due to the effect of the
stronger U.S.  dollar,  which  appreciated  1.1 percent  against the German mark
during the quarter.

GLOBAL LIFE / HEALTH
--------------------
(in millions)                                          First Quarter
                                                       -------------
                                                      1997       1996
                                                      ----       ----
Income before income taxes and realized gains          $28        $12
Net premiums written
     Life                                              207        188
     Health                                             91         63
                                                     -----       ----
Total life/health net premiums written                 298        251
Net underwriting income                                 10          1
Investment income                                       18         14
Other income (loss)                                      1         (3)

This segment  includes the global  life/health  operations of Cologne Re. Pretax
income for the first quarter of $28 million increased 137.0 percent from the $12
million in the comparable quarter of 1996, principally due to improved mortality
experience in North America and an increase in investment income.

Life premiums written were $207 million for the first quarter of 1997,  compared
with $188 million in the first quarter of 1996. Life reinsurance grew in several
markets, including the United States, Germany, France, Spain, the United Kingdom
and  Australia.  Excluding  the effect of changes in  currency  exchange  rates,
global life premiums increased  approximately 18 percent. The increase in health
net  premiums  written was  primarily  due to a new block of  individual  health
business written in the United States.

The liability for policy benefits for life/health  contracts was $784 million at
March 31, 1997,  compared with $751 million at December 31, 1996.  The asset for
reinsurance  recoverable  on unpaid  losses was $261  million at March 31, 1997,
compared to $228 million at December  31, 1996.  Cologne Re manages its invested
assets  and  total  assets  on  an  aggregate  basis  for  the  life/health  and
property/casualty business and does not presently disaggregate these accounts by
segment.  The total  asset  disclosure  in the  international  property/casualty
segment includes the assets of the global life/health segment.




                                       14
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


FINANCIAL SERVICES   
---------------------
(in millions)                                           First Quarter
                                                        -------------
                                                       1997      1996
                                                       ----      ----

Income before income taxes and realized gains           $30       $25
Total revenues (excluding realized gains)                82        63
Investment income                                         8         4

Financial  services   operations  include  General  Re's  derivative   products,
investment   management,   insurance   brokerage  and  management,   reinsurance
brokerage, and real estate management operations.

In the first quarter of 1997, the financial  services segment had total revenues
of $82  million,  an  increase  of 29.8  percent  from $63  million in the first
quarter of 1996.  The growth in  revenues in the first  quarter was  principally
attributable  to GRFP.  The  growth  in GRFP's  revenues  was  primarily  due to
revenues from swap transactions in Europe.

At March 31, 1997, total assets of the financial services operations were $7,508
million,  compared  with $8,038  million at December  31,  1996.  GRFP's  market
exposures arising from derivative  products are managed through the purchase and
sale of  government  securities,  futures and forward  contracts  or  offsetting
derivatives  transactions.  The  amount  and  nature of the  financial  services
segment's  assets  and  liabilities  are  significantly  affected  by  the  risk
management  strategies  utilized by GRFP to reduce  market,  currency  rate, and
interest  rate risk.  The purchase of  government  securities  financed  through
collateralized  repurchase  agreements  and the sale of  government  securities,
whose  proceeds  are  invested  in  reverse  repurchase  agreements,  may  cause
short-term  fluctuations  in GRFP's  assets  and  liabilities.  The use of these
transactions  to offset  GRFP's market  exposures  will increase or decrease the
amount  of GRFP's  trading  account  assets or  liabilities.  While  these  risk
management  strategies may have a significant effect on the amount of assets and
liabilities,  they  generally  do not have a  material  effect on  General  Re's
results from operations or common stockholders' equity.

During  the first  quarter  of 1997,  total  invested  assets  of the  financial
services  operations  decreased  $365  million  to  $3,028  million.  Securities
purchased  under  agreements  to  resell,   which  represent  short-term  liquid
investment of excess funds, increased $476 million in the first quarter of 1997.
Securities sold under agreements to repurchase,  which are short-term borrowings
of funds, increased $556 million in the first quarter of 1997 to $2,541 million.
Securities  sold, but not yet purchased,  which decreased by $291 million during
1997,  represent  obligations of General Re to deliver the specified security at
the contracted  price,  thereby creating a liability to purchase the security in
the market at prevailing prices.  Accordingly,  General Re's ultimate obligation
to satisfy the sale of  securities  sold,  but not yet  purchased may exceed the
amount recognized in the balance sheet.  General Re controls this risk and other
market risks associated with its derivative products  operations through,  among
other techniques,  strict market position limits,  marking the trading portfolio
to market on a daily  basis,  ongoing  monitoring  and  analysis  of its  market
exposures, and periodically stress testing the portfolio.



                                       15

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


SAFE HARBOR DISCLOSURE

In  connection  with the "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform  Act of  1995  (the  "Act"),  General  Re  sets  forth  below
cautionary  statements  identifying  important  factors that could cause General
Re's actual  results to differ  materially  from those which might be projected,
forecasted, or estimated in General Re's forward-looking  statements, as defined
in the Act,  made by or on  behalf  of  General  Re in press  releases,  written
statements or documents filed with the Securities and Exchange Commission, or in
its  communications  and  discussions  with investors and analysts in the normal
course of business  through  meetings,  phone calls and conference  calls.  Such
statements may include,  but are not limited to, projections of premium revenue,
investment income, other revenue, losses, expenses, earnings (including earnings
per  share),  cash  flows,  plans for future  operations,  common  stockholders'
equity, financing needs, capital plans, dividends, plans relating to products or
services of General Re, and  estimates  concerning  the effects of litigation or
other  disputes,  as  well  as  assumptions  for  any of the  foregoing  and are
generally  expressed  with words  such as  "believes,"  "estimates,"  "expects,"
"anticipates," "could have," "may have" and similar expressions.

Forward-looking  statements are inherently  subject to risks and  uncertainties.
General Re cautions  that factors which may cause General Re's results to differ
materially from such forward-looking statements include, but are not limited to,
the following:

1)       Changes  in  the  level  of  competition  in  the  North  American  and
         international  reinsurance or primary  insurance markets that adversely
         affect the volume or profitability of General Re's property/casualty or
         life/health businesses.  These changes include, but are not limited to,
         the intensification of price competition, the entry of new competitors,
         existing  competitors  exiting the market,  and the  development of new
         products by new and existing competitors;

2)       Changes  in the demand for  reinsurance,  including  changes in ceding
         companies'  retentions,  and  changes  in the  demand  for  excess and
         surplus lines insurance coverages in North America;

3)       The  ability of General Re to  execute  its growth  strategies  in its
         property/casualty, life/health and financial services operations;

4)       The ability of General Re to retain a significant  portion of National
         Re's book of business and realize certain synergies in connection with
         its acquisition of National Re;

5)       Catastrophe losses in General Re's North American or international
         property/casualty businesses;

6)       Adverse  development  on  property/casualty  claim  and  claim  expense
         liabilities related to business written in prior years, including,  but
         not limited to, evolving case law and its effect on  environmental  and
         other latent injury  claims,  changing  government  regulations,  newly
         identified toxins, newly reported claims, new theories of liability, or
         new insurance and reinsurance contract interpretations;



                                       16
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


7)       Changes in  inflation  that affect the  profitability  of General  Re's
         current property/casualty and life/health businesses or the adequacy of
         its   property/casualty   claim  and  claim  expense   liabilities  and
         life/health  policy  benefit   liabilities   related  to  prior  years'
         business;

8)       Changes in General Re's property/casualty and life/health businesses
         retrocessional arrangements;

9)       Lower than  estimated  retrocessional  or  reinsurance  recoveries  on
         unpaid losses,  including, but not limited to, losses due to a decline
         in  the   creditworthiness  of  General  Re's   retrocessionaires   or
         reinsurers;

10)      Increases  in interest  rates,  which  cause a reduction  in the market
         value of General Re's interest rate sensitive  investments,  including,
         but not  limited to, its fixed  income  investment  portfolio,  and its
         common stockholders' equity;

11)      Decreases in interest rates causing a reduction of income earned on new
         cash flow from  operations  and the  reinvestment  of the proceeds from
         sales, calls or maturities of existing investments;

12)      Declines in the value of General Re's common equity investments;

13)      Changes in mortality or morbidity levels that affect General Re's
         life/health business;

14)      Changes in the demand for financial services operations' products,
         including derivatives offered by GRFP;

15)      Credit losses on General Re's  investment  portfolio;  credit and
         market losses on GRFP's portfolio of derivatives and other
         transactions;

16)      Adverse results in litigation matters,  including, but not limited to,
         litigation related to environmental, asbestos and other potential mass 
         tort claims; and

17)      Gains or losses related to foreign currency exchange rate fluctuations.


In addition to the factors  outlined above that are directly  related to General
Re's  businesses,  General  Re  is  also  subject  to  general  business  risks,
including, but not limited to, adverse state, federal or foreign legislation and
regulation,  adverse  publicity or news  coverage,  changes in general  economic
factors, and the loss of key employees.






                                       17

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)



                                OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibit 11 - Statement Re: Computation of Per Share Earnings


                                                       Three Months Ended
                                                           March 31,
Earnings Per Share of Common Stock
(in millions, except share data)                     1997             1996
--------------------------------                     ----             ----
  
Net income (applicable to common stock) (1)           $241             $234

Average number of common shares outstanding     81,098,094       81,457,455
                                                ==========       ==========

Net income per share (2)                             $2.97            $2.87
                                                     =====            =====


(1)    After deduction of preferred stock dividends of $3 million for the 
       quarter ended March 31, 1997 and 1996.

(2)    Fully  diluted  earnings per share are not  reported  because the 
       effect of  potentially  dilutive  securities  are not material.

(b)  Reports on Form 8-K

       None














                                       18






                                   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.


                               GENERAL RE CORPORATION
                               ----------------------
                               (Registrant)

Date:        May 8, 1997       JOSEPH P. BRANDON
             -----------       -----------------
                               Joseph P. Brandon
                               Vice President and Chief Financial Officer
                               (Principal Financial Officer)


Date:        May 8, 1997       ELIZABETH A. MONRAD
             -----------       -------------------
                               Elizabeth A. Monrad
                               Vice President and Treasurer
                               (Principal Accounting Officer)


                                       19