[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           June 30, 1997
                                 ------------------------------

Commission file number                     1-8026

[GRAPHIC OMITTED]
                             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 June 30, 1997

     Common Stock, $.50 par value                       79,612,665 Shares
     ----------------------------                       -----------------


[GRAPHIC OMITTED]

                             GENERAL RE CORPORATION

                                      INDEX



PART I.  FINANCIAL INFORMATION


                                                                       PAGE
Item 1.    Financial Statements

           Consolidated Statements of Income
           Three and six months ended June 30, 1997 and 1996             3

           Consolidated Balance Sheets
           June 30, 1997 and December 31, 1996                           4

           Consolidated Statements of Common Stockholders' Equity
           Six months ended June 30, 1997 and 1996                       5

           Consolidated Statements of Cash Flows
           Six months ended June 30, 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 1. Legal Proceedings                                               18

Item 6. Exhibits and Reports on Form 8-K

           (a)   Reports on Form 8-K (none)                             18

           (b)   Exhibit 10.7  - Employment Agreement                   19

           (c)   Exhibit 11    - Statement Re: Computation of Per 
                                 Share Earnings                         25









                                        2
                             GENERAL RE CORPORATION
                        Consolidated Statements of Income
                      (in millions, except per share data)

                                                     (Unaudited)
                                     Three Months Ended       Six Months Ended
                                          June 30,                June 30,
                                          --------               --------
                                        1997    1996        1997      1996
                                        ----    ----        ----      ----
Premiums and other revenues

Net premiums written
     Property/casualty                $1,551  $1,579      $2,814    $2,789
     Life/health                         284     259         582       510
                                      ------  ------     -------   -------
Total net premiums written            $1,835  $1,838      $3,396    $3,299
                                      ======  ======      ======    ======

Net premiums earned
     Property/casualty                $1,389  $1,424      $2,759    $2,718
     Life/health                         280     254         566       499
                                      ------  ------      ------    ------
Total net premiums earned              1,669   1,678       3,325     3,217

Investment income                        316     288         634       573
Other revenues                            96      78         183       146
Net realized gains (losses) 
 on investments                          (7)      30           4        80
                                      ------   -----        ----     -----

     Total revenues                    2,074   2,074       4,146     4,016
                                       -----   -----       -----     -----

Expenses

Claims and claim expenses                962   1,004       1,929     1,912
Life/health benefits                     207     184         407       364
Acquisition costs                        372     389         726       744
Other operating costs and expenses       203     173         409       320
Goodwill amortization                      7       4          14         9
                                      ------  ------     -------   -------

     Total expenses                    1,751   1,754       3,485     3,349
                                       -----   -----       -----     -----

     Income before income taxes and
       minority interest                 323     320         661       667

Income tax expense                        74      74         155       161
                                          --      --         ---       ---

     Income before minority interest     249     246         506       506

Minority interest                         16      22          29        45
                                          --      --          --        --

     Net income                         $233    $224        $477      $461
                                        ====    ====        ====      ====


Share Data:

Net income per common share            $2.88   $2.80       $5.85     $5.67
                                       =====   =====       =====     =====

Dividend per share to common 
 stockholders                           $.55    $.51       $1.10     $1.02
                                        ====    ====       =====     =====

Average common shares outstanding       80.1    79.3        80.6      80.4
                                        ====    ====        ====      ====

                 See notes to the consolidated interim financial
                                  statements.

                                        3


<PAGE>



                             GENERAL RE CORPORATION

                           Consolidated Balance Sheets
                        (in millions, except share data)

                                                      (Unaudited)
                                                     June 30, 1997 Dec. 31, 1996
                                 ASSETS
Investments:
  Fixed maturities:
    Available-for-sale (cost: $15,845 in 1997;
    $16,473 in 1996)                                      $16,505     $17,168
    Trading (cost: $1,981 in 1997; $2,994 in 1996)          1,959       2,967
  Preferred equities, at fair value (cost: $1,082 
   in 1997; $771 in 1996)                                   1,117         789
  Common equities, at fair value (cost: $2,005 in
   1997; $1,941 in 1996)                                    4,245       3,675
  Short-term investments, at amortized cost which
   approximates fair value                                  1,401       1,267
  Other invested assets                                       720         696
                                                         --------    --------
      Total investments                                    25,947      26,562

Cash                                                          369         365
Accrued investment income                                     366         405
Accounts receivable                                         2,853       2,832
Funds held by reinsured companies                             468         474
Reinsurance recoverable                                     2,953       2,935
Deferred acquisition costs                                    481         457
Trading account assets                                      3,623       4,085
Securities purchased under agreement to resell                243          -
Goodwill                                                    1,007       1,052
Other assets                                                1,057         994
                                                         --------    --------
        Total assets                                      $39,367     $40,161
                                                          =======     =======
                               LIABILITIES
Claims and claim expenses                                 $16,103     $15,977
Policy benefits for life/health contracts                     894         751
Unearned premiums                                           1,987       1,957
Other reinsurance balances                                  3,172       3,388
Notes payable and commercial paper                            288         430
Income taxes                                                  813         728
Securities sold under agreements to repurchase              1,347       1,985
Securities sold but not yet purchased                         753         869
Trading account liabilities                                 3,439       3,907
Other liabilities                                           1,767       1,675
Minority interest                                           1,070       1,166
                                                          -------     -------
        Total liabilities                                  31,633      32,833
                                                           ------      ------

Cumulative convertible preferred stock (shares 
 issued: 1,705,926 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                                             1,072       1,041
Unrealized appreciation of investments, net of 
 deferred income taxes                                      1,949       1,625
Currency translation adjustments, net of 
 deferred income taxes                                        (16)        (53)
Retained earnings                                           7,092       6,708
Less common stock in treasury, at cost (shares 
 held: 23,214,679 in 1997and 21,262,113 in 1996)           (2,416)     (2,046)
                                                          -------     -------
     Total common stockholders' equity                      7,732       7,326
                                                          -------     -------
     Total liabilities, cumulative convertible
      preferred stock and common stockholders' equity     $39,367     $40,161
                                                          =======     =======


           See notes to the consolidated interim financial statements.
                                        4


<PAGE>



                             GENERAL RE CORPORATION

             Consolidated Statements of Common Stockholders' Equity
                                  (in millions)

                                                            (Unaudited)
                                                         Six months ended
                                                             June 30,
                                                       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                            23               16
    Other                                               8                3
                                                 --------            -----
       End of period                                1,072              654
                                                    -----              ---

Unrealized appreciation of investments,
    net of deferred income taxes:
    Beginning of period                             1,625            1,468
    Change for the period                             508             (171)
    Deferred income taxes                            (184)              61
                                                   ------          -------
       End of period                                1,949            1,358
                                                    -----            -----

Currency translation adjustments,
    net of deferred income taxes:
    Beginning of period                               (53)             (11)
    Change for the period                              37              (34)
                                                       --              ---
       End of period                                  (16)             (45)
                                                      ---              ---

Retained earnings:
    Beginning of period                             6,708            5,986
    Net income                                        477              461
    Dividends on common stock                         (88)             (81)
    Dividends on preferred stock, net of
     income taxes                                      (5)              (5)
                                                  -------          -------
       End of period                                7,092            6,361
                                                    -----            -----

Common stock in treasury:
    Beginning of period                            (2,046)          (1,542)
    Cost of shares acquired during period            (377)            (547)
    Stock issued under stock option and other  
     incentive arrangements                             7                7
                                                ---------        ---------
       End of period                               (2,416)          (2,082)
                                                   ------           ------

    Total common stockholders' equity              $7,732           $6,297
                                                   ======           ======











           See notes to the consolidated interim financial statements.
                                        5
                             GENERAL RE CORPORATION
                      Consolidated Statements of Cash Flows
                                  (in millions)
                                                                (Unaudited)
                                                              Six months ended
                                                                   June 30,
                                                             1997        1996
                                                             ----        ----
Cash flows from operating activities:
     Net income                                              $477        $461
     Adjustments to reconcile net income to net cash
      provided by operating activities:
         Change in claim and claim expense liabilities        126         449
         Change in policy benefits for life/health
          contracts                                           143         115
         Change in reinsurance recoverable                    (18)        (73)
         Change in unearned premiums                           30          80
         Amortization of acquisition costs                    726         744
         Acquisition costs deferred                          (750)       (749)
         Trading account activities
              Change in trading account securities          1,037      (1,154)
              Securities purchased under agreements
               to resell                                     (243)        (91)
              Securities sold under agreements to 
               repurchase                                    (638)      1,344
              Change in other trading balances               (228)        (19)
         Other changes in assets and liabilities             (120)       (172)
         Realized gains on investments                         (4)        (80)
                                                             ----        ----
                  Net cash from operating activities          538         855
                                                              ---         ---

Cash flows from investing activities:
     Fixed maturities: available-for-sale
         Purchases                                         (3,067)     (4,066)
         Calls and maturities                                 246         461
         Sales                                              3,332       3,043
     Preferred and common equities
         Purchases                                           (682)       (584)
         Sales                                                263         378
     Net (purchases) sales of short-term investments          (55)        328
     Net purchases of other invested assets                   (33)        (14)
                                                              ---       -----
                  Net cash from (used in) investing
                   activities                                   4        (454)
                                                             ----        ----

Cash flows from financing activities:
     Commercial paper borrowing, net                         (140)        225
     Change in contract deposits                               34         130
     Cash dividends paid to common stockholders               (88)        (81)
     Acquisition of treasury stock                           (375)       (548)
     Other                                                     31          22
                                                            -----       -----
                  Net cash used in financing activities      (538)       (252)
                                                             ----        ----

Change in cash                                                  4         149

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

Cash, end of period                                          $369        $407
                                                             ====        ====






           See notes to the consolidated interim financial statements.
                                        6
                             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 second quarter and  year-to-date  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.   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 $163 million and $136
     million in the six months ended June 30, 1997 and 1996, respectively.

4.   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 six months ended June 30, 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     $237      $255       -        -          $208          -
     Assumed   2,996     2,919      $649     $614       1,933         $442
     Ceded      (419)     (415)      (67)     (48)       (212)         (35)
              ------   -------     -----    -----     -------        -----
     Net      $2,814    $2,759      $582     $566      $1,929         $407
              ======    ======      ====     ====      ======         ====

     1996
     Direct     $225      $211       -        -          $152          -
     Assumed   3,006     2,949      $573     $562       2,153         $448
     Ceded      (442)     (442)      (63)     (63)       (393)         (84)
              ------   -------     -----    -----     -------        -----
     Net      $2,789    $2,718      $510     $499      $1,912         $364
              ======    ======      ====     ====      ======         ====










                                        7
                             GENERAL RE CORPORATION

         NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)


5.   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  80,114,284  and  80,603,471 for the three and six months
     ended June 30, 1997 and  79,254,137  and 80,355,796 for the same periods in
     1996.

6.   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  exclude  dilution  and are 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. All prior period
     earnings per share data presented must be restated.
     General Re's primary  earnings per share for the three and six months ended
     June 30, 1997 are 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,  diluted  earnings per share would have been $2.81 and $5.72
     per share for the three and six months ended June 30,  1997,  and $2.74 and
     $5.56 per share for the same periods in 1996.

     In June 1997, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards No. 130, Reporting  Comprehensive  Income.
     This  statement  establishes  standards  for the  reporting  and display of
     comprehensive  income  and its  components  in the  consolidated  financial
     statements.  The purpose of reporting comprehensive income is to report the
     change in equity of a business  enterprise for the period from transactions
     and other events and circumstances  from nonowner sources.  It includes all
     changes in equity during a period except those  resulting from  investments
     by owners  and  distributions  to  owners.  These  items  include  currency
     translation adjustments and unrealized  appreciation of investments,  which
     are  currently  reported  as separate  components  of equity in the balance
     sheet.  The statement is effective in 1999 and will change the presentation
     of information in the financial  statements but will not have any effect on
     the financial position or results from operations of General Re.

     Also  in  June  1997,  the  Financial  Accounting  Standards  Board  issued
     Statement of  Financial  Accounting  Standards  No. 131,  Disclosure  about
     Segments of an Enterprise and Related Information.  This statement requires
     that companies report certain information about their operating segments in
     the interim and annual financial  statements,  including  information about
     the products and services from which  revenues are derived,  the geographic
     areas of  operation,  and  information  about  major  customers.  Operating
     segments  are  determined  by the way  management  decides  how to allocate
     resources and how it assesses  performance.  Descriptive  information about
     the method used to identify the reportable  operating segments must also be
     disclosed.  The statement also requires a reconciliation  of revenues,  net
     income,  and assets and other  amounts  disclosed  for the  segments to the
     corresponding  amounts  in  the  consolidated  financial  statements.   The
     statement  is  effective  for year end 1998.  The  financial  position  and
     operating results of General Re will not be affected by this statement.


                                        8
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


CONSOLIDATED

Income from operations, excluding after-tax realized gains and losses, was $2.96
per share in the second  quarter of 1997,  an increase of 11.7  percent from the
$2.65 per share  earned in the  comparable  period in 1996.  Net  income for the
second  quarter  of 1997 was $2.88 per share,  compared  with $2.80 per share in
1996.  Net income for the second  quarter of 1997  included  after-tax  realized
losses of $.08 per share,  compared with  after-tax  realized  gains of $.15 per
share in the  second  quarter  of 1996.  These  improved  results  in the second
quarter of 1997 were primarily due to growth in North American property/casualty
investment income and increased earnings in the financial services operations.

For the first six months of 1997,  income from operations,  excluding  after-tax
realized gains and losses,  was $5.86 per share compared with $5.23 per share in
1996, an increase of 12.0  percent.  Net income for the first six months of 1997
was $5.85 per share,  compared with $5.67 per share for the same period in 1996.
Included in net income were after-tax  realized  losses of $.01 per share in the
first six months of 1997,  compared with  after-tax  realized  gains of $.44 per
share in the same period of 1996.  Growth in North American  investment  income,
increased profitability in the global life/health operations, and higher trading
revenues in the financial services  operations were the primary  contributors to
the increased earnings for the first six months of 1997.

Consolidated  net  premiums  written for the second  quarter of 1997 were $1,835
million, a decrease of 0.2 percent from $1,838 million in 1996. Consolidated net
premiums  written for the first six months of 1997  increased  2.9 percent  from
$3,299  million  in 1996 to $3,396  million  in 1997.  Excluding  the  effect of
foreign  exchange,  consolidated net premiums written  increased 5.4 percent and
7.2 percent in the second quarter and first six months of 1997, respectively.

Consolidated  pretax investment income was $316 million in the second quarter of
1997,  compared with $288 million in the same period of 1996.  For the first six
months,  consolidated pretax investment income was $634 million and $573 million
in 1997 and 1996, respectively. The 10.7 percent increase in consolidated pretax
investment  income in the first  six  months of 1997 was due to higher  invested
assets in existing  operations and investment income from National Re, partially
offset by a decline in global interest rates and the  strengthening  of the U.S.
dollar, principally against the German mark.

The  consolidated  effective tax rate was 22.7 percent for the second quarter of
1997,  compared with 23.1 percent in the second  quarter of 1996.  For the first
six months the  effective tax rate was 23.4 percent and 24.1 percent in 1997 and
1996,  respectively.  The decrease in the  consolidated  effective  tax rate was
principally  the result of a decrease in  realized  investment  gains  earned by
international subsidiaries in higher tax rate jurisdictions.

Excluding the financial  services  operations,  consolidated  net cash flow from
operations  was $581  million in the first six months of 1997,  compared to $746
million in the same period in 1996. The decline of $165 million in the first six
months of 1997 was principally due to higher paid losses and a loss  commutation
in the North American operations and the effect of the strengthening U.S. dollar
which lowered reported international cash flow.





                                        9
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


At June 30, 1997 insurance invested assets were $23,660 million,  an increase of
$492 million  compared to $23,168  million at December 31, 1996. The increase in
insurance  invested  assets was primarily the result of operating  cash flow and
unrealized  appreciation  in the  equity  portfolio,  reduced  by  common  stock
repurchases and dividend payments.  The financial services operations had $2,287
million  of  invested  assets at June 30,  1997,  a decrease  of $1,107  million
compared to December 31,  1996.  The  decrease in  financial  services  invested
assets in the first six months of 1997 results from changes in the hedging needs
and activities of General Re Financial Products  Corporation  ("GRFP").  At June
30, 1997 consolidated  invested assets were $25,947 million,  a decrease of $615
million compared to $26,562 million at December 31, 1996.

The  consolidated  gross  liability  for  claims  and  claim  expenses  for  the
property/casualty  operations was $16,103  million at June 30, 1997, an increase
of $126 million  over the year-end  1996  liability.  The asset for  reinsurance
recoverable  on unpaid claims was $2,573  million at June 30, 1997,  compared to
$2,572 million at December 31, 1996. At June 30, 1997,  the gross  liability for
claims and claim  expenses and the related  asset for  reinsurance  recoverables
include $2,018 million and $608 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 June 30, 1997 was $7,732 million, an increase of
5.5 percent from the $7,326 million at December 31, 1996. The increase in common
stockholders'  equity  during the first six months of 1997 was  principally  the
result of net  income of $477  million,  an  increase  in  after-tax  unrealized
investment  gains of $324  million,  a decrease in unrealized  foreign  currency
translation  losses of $37 million  and the  reissuance  of common  stock of $30
million under  employee  compensation  and benefit  plans,  partially  offset by
common  share  repurchases  of $377  million  and  common  and  preferred  stock
dividends of $93 million. On a per share basis, common  stockholders' equity was
$97.12 at June 30, 1997,  an increase of 8.1 percent from $89.82 at December 31,
1996.

General Re  repurchased  2,252,600  shares of common  stock during the first six
months of 1997 for aggregate  consideration  of $377 million.  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  29,386,100 common shares for total  consideration of
$2.7 billion.

At June 30,  1997,  General Re had $275 million of senior debt  outstanding,  of
which $150 million was issued by the holding company, 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 periodically issues commercial paper to provide additional  financial
flexibility for its operations.  Commercial paper offered by General Re has been
rated A1+ by  Standard & Poor's and Prime 1 by  Moody's.  At June 30,  1997,  no
commercial  paper was  outstanding.  In July  1997,  General  Re  increased  its
available  lines of credit to $1.8 billion.  These credit lines enhance  General
Re's financial  flexibility and support the commercial paper program. The credit
lines  consist of a  five-year  credit  facility  of $1.0  billion and a 364-day
facility for the remaining $0.8 billion.  The credit  agreements  with the banks
require  General Re to maintain a minimum  consolidated  tangible net worth,  as
defined, of $2.7 billion.  All available lines of credit were unused at June 30,
1997.



                                                             10
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


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)
                                                Second Quarter    Year-to-date
                                                --------------    ------------
                                                1997     1996     1997    1996
                                                ----     ----     ----    ----

Income before income taxes and realized gains    $211    $178     $416    $359
Net premiums written                              728     690    1,523   1,378
Net underwriting income                             6       6       12      14
Combined ratio                                   99.3%   99.2%    99.3%  99.1%
Investment income                                $200    $172     $399    $340
Other income                                        5       1        5       5
Operating cash flow                               136      75      253     350

Pretax income for the North  American  property/casualty  operations,  excluding
realized gains/losses,  increased 18.8 percent in the second quarter of 1997, as
compared to the same quarter of 1996,  and increased  16.1 percent for the first
six months of 1997.  The 1997 results  include the income from  National Re. The
growth  in  pretax  income  was due to  increased  investment  income  primarily
resulting  from  a  $1.4  billion  increase  in  the  fixed  income   portfolio,
principally due to inclusion of National Re's invested assets.  The underwriting
results were substantially  unchanged for the quarter and were not significantly
affected by catastrophes in either 1997 or 1996.

Net premiums  written for the North American  property/casualty  operations were
$728 million in the second  quarter of 1997 and $1,523  million in the first six
months of 1997,  representing  an increase of 5.5 percent and 10.4  percent from
the comparable 1996 amounts.  Excluding  premiums from National Re, net premiums
written  decreased  by 1.3 percent for the quarter and  increased by 0.9 percent
for the  first six  months  of 1997.  Portfolio  business  includes  reinsurance
treaties and programs.  Programs are similar to treaties in that they reinsure a
group of policies,  but exhibit the higher risk volatility  characteristics more
often associated with facultative reinsurance, and accordingly are structured on
a per  policy  rather  than  per  occurrence  basis.  General  Re  continues  to
experience  favorable  portfolio  premium  growth from  regional  and  specialty
companies.  For the first six months of 1997,  portfolio  business with regional
and specialty  companies  increased  approximately  30 percent.  The National Re
acquisition was responsible for approximately  two thirds of the increase.  This
growth  was  offset by a  continued  decline in  portfolio  business  from large
national companies.  In 1995, business with large national companies represented
approximately 35 percent of General Re's portfolio  business.  In the first half
of 1997, this business comprised 23 percent of the portfolio business.

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 trends.



                                       11
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


General  Re's  treaty   contracts   usually  include   short-term   cancellation
provisions.  Its 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.  General Re expects that this  contract will be terminated
prior to year end.

For the General  Star  companies,  which  primarily  write  excess,  surplus and
specialty  insurance,  net  premiums  written  declined by 13.5  percent for the
quarter and 4.6 percent  year-to-date.  This decline was  primarily due to lower
net premiums written in the commercial  liability and general liability lines of
business.  General Star is  experiencing  increased  competition  from  standard
companies  for business  that was  previously  written in the excess and surplus
lines market. For the Genesis operations,  which provide direct excess insurance
and reinsurance to companies with self-insurance  programs, net premiums written
increased by 1.3 percent for the quarter and 1.6 percent year-to-date.  The slow
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  16.7 percent  compared to the second quarter of 1996 and 17.4 percent
year-to-date.  On an after-tax basis, net investment  income of $169 million for
the  second  quarter  increased  14.7  percent  from $147  million in the second
quarter  of 1996.  Investment  income for the North  American  property/casualty
operations grew due to the inclusion of National Re's fixed income portfolio and
approximately  $833 million of positive  operating cash flow in the prior twelve
months,  offset by share repurchases and common dividends.  Excluding the effect
of the National Re  transaction,  after-tax  investment  income  increased  11.3
percent in the quarter.

North American  investment  income of $200 million in the second quarter of 1997
increased  slightly from $199 million in the first quarter of 1997.  The overall
annualized pretax yield on the North American  property/casualty  invested asset
portfolio  was 5.2  percent in the first six months of 1997,  compared  with 5.4
percent in the same period in 1996. The annualized pretax and after-tax yield in
the first six months of 1997 on the segment's  fixed maturity  portfolio was 6.5
percent and 5.5 percent, respectively, compared with 6.6 percent and 5.6 percent
in the same period in 1996.

Operating cash flow for the North American property/casualty operations was $253
million in the first six months of 1997,  compared  to $350  million in the same
period.  This decrease is partially due to two commutations in the first quarter
which  accounted for $51 million of the paid losses in the period.  In addition,
the first quarter  experienced an increased number of large claim payments which
were not  concentrated  in any particular line of business or accident year. The
commutation  activity and increased loss payments did not continue in the second
quarter. Due to the nature of General Re's reinsurance  operations,  paid claims
may be volatile from quarter to quarter.

North American  property/casualty  invested  assets were $15,293 million at June
30,  1997,  an increase of 2.8 percent from  December 31, 1996.  The increase in
invested  assets was  primarily  the  result of  positive  operating  cash flow,
unrealized  appreciation  in the equity  portfolio,  reduced by  repurchases  of
General  Re's  common  stock and common  stock  dividends.  During the first six
months of 1997,  calls and  maturities on  grandfathered  tax-exempt  bonds were
approximately $32 million and preferred equity calls were $90 million. The bonds
had an average  yield of  approximately  7.9 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 7.9 percent and the



                                       12
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


proceeds from the calls were reinvested at an average yield of approximately 7.6
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 $55 million of grandfathered  tax-exempt bonds and $110
million of preferred  equities,  both with an average yield of approximately 7.7
percent.  Reinvestment  of these funds may adversely  affect  average  portfolio
yields and investment income.

The gross  liability  for  claims  and  claim  expenses  for the North  American
property/casualty  operations was $10,833  million at June 30, 1997, an increase
of $66 million,  or 0.6 percent  compared to the year-end  1996  liability.  The
asset for  reinsurance  recoverable  on unpaid claims was $2,027 million at June
30, 1997, compared to $2,025 million at December 31, 1996.


INTERNATIONAL PROPERTY / CASUALTY
(in millions)
                                               Second Quarter   Year-to-date
                                               --------------   ------------
                                               1997    1996     1997    1996
                                               ----    ----     ----    ----

Income before income taxes and realized gains   $78     $76      $149    $159
Net premiums written                            823     889     1,291   1,411
Net underwriting income (loss)                  (12)    (18)      (32)    (29)
Combined ratio                                  102.0%  102.6%    102.7%  102.2%
Investment income                               $91     $97      $184    $196
Other income (loss)                              (1)     (3)       (3)     (8)
Operating cash flow                             100     181       328     396

Income   before   income   taxes  and  realized   gains  of  the   international
property/casualty  operations  increased  2.2 percent for the second  quarter of
1997, compared with the second quarter of 1996 but declined 6.4 percent compared
with the first six months of 1996. For the first six months of 1997,  income for
the   international   property/casualty   operations   declined   due  to  lower
underwriting  and  investment  income.  The  comparisons  for second quarter and
year-to-date  1997 were  adversely  affected  by the  strengthening  of the U.S.
dollar (11.3 percent and 9.1 percent, respectively) relative to the German mark.

The combined ratio in the international  property/casualty  operations was 102.0
percent in the second quarter, which compares favorably to the 102.6 percent for
the second quarter of 1996 and 102.1 percent reported for the year 1996. For the
first six months of 1997 and 1996,  the  combined  ratio was 102.7  percent  and
102.2 percent, respectively.

International  net premiums  written were $823 million in the second  quarter of
1997 and $1,291  million  for the first six months of 1997,  compared  with $889
million and $1,411 million respectively in 1996. Excluding the effect of foreign
exchange, international property/casualty premiums written increased 1.9 percent
and  decreased  0.7 percent in the second  quarter and first six months of 1997,
respectively.  The relatively flat premium growth in international  premiums was
due to increased competition.




                                       13
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Pretax investment income for the international  property/casualty operations was
$91 million  for the second  quarter of 1997,  compared  with $97 million in the
same period of 1996.  The decline in  investment  income was due to a decline in
global  interest  rates  over the past  two  years  and the  effect  of  foreign
exchange.  Excluding the effect of foreign exchange, after-tax investment income
was flat compared with 1996. The overall annualized pretax yield on the invested
asset  portfolio  was 5.6 percent in the first six months of 1997  compared with
6.0 percent in the same period in 1996.

The international  property/casualty and global life/health  operations had cash
flow from operating activities of $328 million for the first six months of 1997,
compared  with $396  million in 1996.  The  decline in  operating  cash flow was
principally due to the impact of foreign  exchange and lower  underwriting  cash
flow.

International  property/casualty  and  life/health  invested  assets were $8,367
million at June 30, 1997 compared with $8,290  million at December 31, 1996. The
increase in invested assets was due to investment of operating cash flows offset
by the stronger U.S. dollar,  which  appreciated 10.1 percent against the German
mark in the first six months of 1997.

The gross liability for claims and claim expenses was $5,270 million at June 30,
1997  compared  with  $5,210  million  at  December  31,  1996.  The  asset  for
reinsurance  recoverable  on unpaid claims was $546 million at June 30, 1997 and
December 31, 1996.  Growth in these amounts was reduced by the effect of foreign
exchange.


GLOBAL LIFE / HEALTH
(in millions)
                                                Second Quarter     Year-to-date
                                                --------------     ------------
                                                  1997    1996     1997    1996
                                                  ----    ----     ----    ----
Income before income taxes and realized gains      $15     $16      $43     $28
Net premiums written
     Life reinsurance                              207     193      414     381
     Health reinsurance                             77      66      168     129
                                                  ----      --      ---   -----
Total life/health net premiums written             284     259      582     510
Net underwriting income (loss)                      (1)      4        9       6
Investment income                                   18      13       36      27
Other income (loss)                                (2)      (2)     (1)      (5)

This segment  includes the global  life/health  operations of Cologne Re. Income
before  income  taxes  and  realized  gains  for the  first  six  months of 1997
increased  55.9  percent  compared  with the  first  six  months  of 1996 due to
increases in both underwriting and investment income. Income before income taxes
and realized gains for the second quarter of $15 million decreased slightly from
the $16 million in the comparable quarter of 1996.

Life  reinsurance  premiums  written were $207 million for the second quarter of
1997,  compared with $193 million in the second  quarter of 1996.  For the first
six months, life reinsurance premiums written were $414 million and $381 million
in 1997 and  1996,  respectively.  Life  reinsurance  grew in  several  markets,
including the




                                       14
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


United States, Australia and certain European countries. Excluding the effect of
changes in currency exchange rates,  global life reinsurance  premiums increased
approximately  17.3 percent and 16.7  percent in the second  quarter of 1997 and
the first six months of 1997,  respectively.  The increase in health reinsurance
premiums in both the second  quarter and first half of 1997 was primarily due to
a new block of individual health business written in the United States.

Investment income for the global life/health  operations was $18 million and $36
million  in the  second  quarter  and  first six  months of 1997,  respectively,
compared  to $13 million and $27  million in 1996.  The  increase in  investment
income was due to the significant growth in premium volume.

The liability for policy benefits for life/health  contracts was $894 million at
June 30, 1997,  compared  with $751 million at December 31, 1996.  The asset for
reinsurance  recoverable  on unpaid  losses was $297  million at June 30,  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 invested assets and total assets  disclosures in the international
property/casualty segment includes the assets of the global life/health segment.


FINANCIAL SERVICES
(in millions)
                                                Second Quarter     Year-to-date
                                                --------------     ------------
                                                  1997    1996      1997   1996
                                                  ----    ----      ----   ----

Income before income taxes and realized gains      $33     $24       $63    $50
Total revenues (excluding realized gains)           82      62       164    127
Investment income                                    7       6        15     10

Financial  services   operations  include  General  Re's  derivative   products,
investment   management,   insurance   brokerage  and  management,   reinsurance
brokerage,  and real estate  management  operations.  In the second  quarter and
first six months of 1997,  financial  services  revenues of $82 million and $164
million,  respectively,  increased  32.7  percent and 31.3  percent from the $62
million and $125 million in the second quarter and first six months of 1996. The
growth in 1997 revenues was principally  attributable to GRFP. The financial
services segment's  investment income was $7 million and $6 million in the
second quarter of 1997 and 1996 and $15 million and $10 million for the first 
six months of 1997 and 1996, respectively.

Invested  assets held for trading  purposes  decreased  $1,107 million to $2,287
million  at June  30,  1997.  The  decrease  primarily  relates  to the  hedging
activities  of GRFP. At June 30, 1997,  total assets of the  financial  services
operations  were $6,868  million,  compared with $8,038  million at December 31,
1996.  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 its market, currency, and interest rate risks. 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 purchase of  government  securities,
usually financed through  collateralized  repurchase agreements (securities sold
under agreements to repurchase), and the sale of government securities, whose 
proceeds  are  invested  in  reverse

                                       15
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


repurchase  agreements  (securities  purchased under agreements to resell),  are
used to offset GRFP's market  exposures.  While the use of these instruments for
risk management activities may cause significant  short-term fluctions in GRFP's
assets  and  liabilities,  they do not have a material  effect on  General  Re's
results from operations or common stockholders' equity.

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 its actual
results to differ materially from those which might be projected, forecasted, or
estimated in its 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,"  "plans,"  "projects,"
"forecasts," "goals," "could have," "may have" and similar expressions.

Forward-looking  statements  involve known and unknown risks,  uncertainties and
other  factors which may cause  General Re's results to differ  materially  from
such  forward-looking  statements  and  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;

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
                                                       
                                OTHER INFORMATION


Item 1. Legal Proceedings

On July 1, 1996, U.S.  Aviation  Underwriters,  Inc.  ("USAU"),  a subsidiary of
General Re, and the former Chief Executive Officer of USAU, were found guilty of
mail fraud in  connection  with the  allocation of legal  liability  between two
policyholders  arising  from the  settlement  of claims for a  December  7, 1987
airline  crash.  USAU's  sentence  included  a $20.5  million  fine,  payable in
installments  over the five year probation  period and restitution in accordance
with  previously  paid civil  settlements.  These  amounts were accrued in prior
periods. USAU is appealing both its conviction and sentence.
Payment of the fine by USAU is stayed pending the determination of the appeal.

Item 6. Exhibits and Reports on Form 8-K

(a)    Reports on Form 8-K  -  none

(b)    Exhibit 10.7 -   Employment Agreement

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




                                   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:August 14, 1997 JOSEPH P. BRANDON
                                      Joseph P. Brandon
                                      Vice President and Chief Financial Officer
                                      (Principal Financial Officer)



Date:August 14, 1997 ELIZABETH A. MONRAD
                                      Elizabeth A. Monrad
                                      Vice President and Treasurer
                                      (Principal Accounting Officer)





                                       18
                                  Exhibit 10.7



                                                              June 30, 1997



Ronald E. Ferguson
Chairman and Chief Executive Officer
General Re Corporation
695 E. Main Street
Stamford, CT  06901


Dear Ron:

As we  discussed,  in light of your  outstanding  contributions  and our  mutual
desire  to have  you  continue  working  for  General  Re,  we have  decided  to
memorialize the terms of your employment as follows:

1.     You will  continue to serve on a  full-time*  basis as Chairman and Chief
       Executive  Officer of General Re Corporation (the Company) until June 30,
       2002 (the  Employment  Period).  During the Employment  Period,  you will
       report to the Board of  Directors.  (*This,  however,  does not  preclude
       service  on other  Boards - subject  to the  approval  of the  General Re
       Corporation Compensation and Personnel Committee.)

2.     Your annual salary will not be less than the current level and may be
       adjusted upward.

3.     You will be eligible to  participate  in the Company's  Annual  Incentive
       Plan (AIP) and long term  incentive  plan as amended from time to time by
       the Company or any new compensation  plan which becomes  available to the
       Company's most senior executives.

4.     You will continue to receive other benefits including  medical,  life and
       disability  insurance and programs that the Company  generally  offers to
       its most senior executives.

5.     Unless  terminated in  accordance  with the  following,  the Company will
       continue to employ you as its  Chairman and Chief  Executive  Officer and
       you will continue in that capacity.

       (a)    Death or Disability. Your employment shall terminate automatically
              upon your death during the Employment  Period and you will receive
              service  credit for the  remaining  term of this  Agreement in the
              calculation  of your  surviving  spouse  pension  benefit.  If the
              Compensation and Personnel Committee determines in good faith that
              a Disability (as defined below) has

                                                          19
              occurred  during the  Employment  Period,  it may give you written
              notice of its  intention to  terminate  your  employment.  In such
              event, your employment with the Company shall terminate  effective
              on the 30th day after your receipt of such notice (the  Disability
              Effective Date), provided that, within 30 days after such receipt,
              that you shall not have returned to full-time  performance of your
              duties. For purposes of this Agreement, Disability shall mean your
              absence from your duties with the Company on a full-time basis for
              120  consecutive  business days as a result of  incapacity  due to
              mental or physical  illness  which is  determined  to be total and
              permanent  by a physician  selected by the Company or its insurers
              and acceptable to you (such  agreement as to  acceptability  shall
              not to be unreasonably withheld).

       (b)    Cause.  The  Company  may  terminate  your  employment  during the
              Employment Period for Cause. For purposes of this Agreement, Cause
              shall  mean  (i)  your  repeated  material  breaches  of the  your
              obligations  under  this  agreement  (other  than as a  result  of
              incapacity  due to physical or mental  illness) which breaches (A)
              are demonstrably willful and deliberate,  and (B) are committed in
              bad faith or without  reasonable  belief that such breaches are in
              the best  interests  of the Company and (C) are not  remedied in a
              reasonable  period of time  after your  receipt of written  notice
              from the Company  specifying such breaches or (ii) your conviction
              of a felony involving moral turpitude.

       (c)     Without  cause.  In case of any  termination  of your  employment
               without cause,  your base salary at the rate then in effect shall
               be continued for a Severance Period equal to the greater of three
               years  from  the  date of  termination  or the  remainder  of the
               Employment  Period.  Bonuses  will be paid pro rata  through  the
               termination date.  During the Severance  Period,  bonuses will be
               paid at the average of the prior three years'  payouts and normal
               medical  and  life   insurance   (including   Split  Dollar  Life
               Insurance) benefits will be provided during the Severance Period.
               During the Severance  Period you will continue to accrue credited
               service under and participate in all pension and benefit plans as
               though  a  regular   employee.   During  the  Severance   Period,
               nonqualified stock options,  Restricted Stock,  Performance Bonus
               Plan,  and Share  Partnership  Plan will  continue to vest and be
               exercisable.  At the  conclusion  of  the  Severance  Period  all
               remaining  unvested benefits will vest. Your receipt of the above
               is contingent on all of the following:
              i.    Continued compliance with the restrictive covenants set
                    forth in paragraphs 6 and 7 below.
              ii.   Delivery of a general release in favor of the Company.
              iii.  Continued  cooperation at the Company's request in managing
                    claims,  arbitration,  litigation
                    and government proceedings by or against the Company.
              iv.  Refraining from disparaging the Company and its subsidiaries.

                                                                   20
              For purposes of paragraph  5(c) a termination  without cause shall
              include  (i)  an  involuntary   assignment  of  duties  materially
              inferior from your position under this agreement,  (ii) a downward
              adjustment of your salary below the amount  specified in Paragraph
              2 of the  agreement  or, (iii) an  involuntary  relocation of your
              regular  assigned  workplace by more than an  additional  50 miles
              from your current residence.  If any of the above events occur and
              are not cured within 30 days of receiving written notice from you,
              a termination without cause shall be deemed to have occurred.

              (d)  Change in  Control.  In the event  that  there is a change in
              control of the  Company  (as  defined in the  Severance  Agreement
              executed on May 15, 1996 between you and the  Company)  during the
              term of this  Agreement  and within two years  after the change in
              control  your  employment  is  terminated  (other  than by  death,
              disability,  for  cause or  voluntary)  it shall be  treated  as a
              termination  "without cause" as provided in Paragraph 5(c) of this
              Agreement,  except  (i) you  shall be  entitled  to the  severance
              payments  provided for under the Severance  Agreement,  in lieu of
              the  severance  payments  provided  in  Paragraph  5 (c)  of  this
              Agreement. (ii) you shall immediately upon termination be entitled
              to the unreduced  pension benefits  provided for in paragraph 9 of
              this  Agreement,  and (iii) all other  provisions of the Severance
              Agreement  including  but  not  limited  to  Paragraph  4  of  the
              Severance Agreement shall be applicable.

6.             You  agree  that  for a  period  of one (1)  year  following  any
               voluntary  termination  of your  employment  or for the Severance
               Period (as defined herein)  following an involuntary  termination
               of your employment under this Agreement other than for cause, you
               will not, directly or indirectly: (i) employ, hire or cause to be
               employed  or hired any person who is  employed  by the Company or
               any of its  subsidiaries  on the  termination  date of such  your
               employment;  or (ii) cause, invite, solicit, entice or induce any
               such person to terminate his  employment  with the Company or any
               of its  subsidiaries  or (iii)  without  written  approval of the
               Company  enter into any  employment or  consultation  arrangement
               either as a sole proprietor or in association  with any person or
               entity where such arrangement or entity is materially competitive
               with the  Company  or its  subsidiaries.  If you enter  into such
               employment  or activities  without  permission of the Company you
               will not be entitled to compensation  under this Agreement to the
               extent such benefits have not been paid as of the commencement of
               the competitive arrangement.
7.     You agree that during the Employment  Period,  and thereafter,  you shall
       not disclose  directly or  indirectly to any person,  corporation,  firm,
       partnership  or  other  entity  ( a  Person)  or any  officer,  director,
       stockholder, partner, associate, employee, agent or representative of any
       Person,  any confidential  information or trade secrets of the Company or
       of any subsidiary, except in the performance of your duties hereunder, by
       court order, or with the prior written  consent of the Company.  Further,
       on the  termination of your  employment for any reason,  you agree not to
       remove or retain any business related letters, papers, documents,

                                                            21
       instruments  or copies thereof or any other  confidential  information of
       any type or description without the express consent of the Board.

8.             Protection of Unfunded  Plans. At all times during the Employment
               Period, the Company shall have established and made contributions
               to a  grantor  trust or  trusts,  the  assets  of  which  are (i)
               sufficient to provide, on an actuarial basis as determined by the
               Company  at  least  once  a  year,   all  benefits   accrued  and
               compensation  deferred by you pursuant to the Unfunded  Plans (as
               hereinafter  defined),  together  with  all  interest  and  other
               credited  earnings  thereon,  (ii)  subject  to the claims of the
               Company's creditors in the event of bankruptcy or insolvency. The
               foregoing is not  intended to cause any of the Unfunded  Plans to
               cease  to be an  unfunded  plan  for  purposes  of  the  Employee
               Retirement Income Security Act of 1974 (ERISA), as amended or the
               Internal  Revenue Code of 1986, as amended (IRC).  You shall have
               no beneficial  interest in the assets of any such grantor  trust,
               and your rights to benefits  pursuant to the Unfunded Plans shall
               at all times be those of a general  creditor of the  Company.  As
               used in this  paragraph 8, the term Unfunded Plans means the Cash
               Bonus Plans,  the Supplemental  Executive  Retirement Plan (SERP)
               including the excess benefit savings plan, the Share  Partnership
               Plan (SPP), and any successor or replacement plans thereto.
9.     At the  conclusion of the  Employment  Period or the Severance  Period if
       that  comes  later,  you  will be  treated  as a normal  retiree  with an
       actuarially undiminished pension.

10.    Notwithstanding  the  foregoing,  you shall be entitled to elect that the
       SERP  shall be paid in  accordance  with  any  optional  form of  benefit
       available under the Company's qualified retirement plan or as provided in
       Addendum  #1 to  this  Agreement.  You  hereby  specifically  acknowledge
       paragraph  2.3 of Article II of the  Supplemental  Benefits  Equalization
       Plan as last amended November, 1995 and the fact that the Company has the
       right to seek  injunctive  relief  if that  paragraph  is  violated  in a
       material way after you have elected and received a lump sum pay out under
       the SERP.

11.    If any portion of this  Agreement  is so broad in scope of duration as to
       be  unenforceable,  such portion shall be interpreted to be only so broad
       as is enforceable.

12.    This is the complete  agreement  between you and the Company with respect
       to the subjects covered,  except that the Severance Agreement between you
       and the  Company  dated May 15,  1996,  will remain in effect as will the
       various  stock  option,  share  units,  restricted  stock  and  indemnity
       agreements,  without duplication of benefits.  Any inconsistency  between
       such Severance  Agreement or other agreements and this Agreement shall be
       resolved in the manner most  favorable to you. This Agreement may only be
       amended in signed  written form having been approved by the  Compensation
       and Personnel Committee of the Company's Board of Directors.


                                                            22
13.    In case of any  dispute  between  the  Company  and you  relating to this
       Agreement or the employment relationship such dispute shall be settled by
       arbitration in Stamford,  Connecticut  in accordance  with the Commercial
       Arbitration Rules of the American Arbitration Association.  Judgment upon
       any award rendered may be entered in any court having jurisdiction.

Agreed:
                                            /s/                     6/30/97
                      Ronald E. Ferguson
                      Chairman & Chief Executive Officer
                      General Re Corporation

For the Company                     /s/                             6/30/97
                      Theron S. Hoffman
                      Vice President, General Re Corporation

                                    /s/                             7/7/97
                      Andrew W. Mathieson
                      Chairman, Compensation & Personnel Committee
                      Board of Directors
                      General Re Corporation


                                   Addendum #1
You may elect (the  Executive's  Lump Sum  Election)  to receive  payment of the
actuarial  equivalent of your Normal  Supplement or Early Retirement  Supplement
(as provided for in the Agreement), as the case may be (the Executive's Benefit)
and the benefit payable to your wife after your death pursuant to paragraph 5 of
the Agreement  (the  Survivor's  Benefit) in a lump sum in cash or in up to five
equal annual cash  installments  on or commencing on the date of your retirement
or the first day of any month thereafter,  not later than the second anniversary
of the date of your retirement.  If you die after retirement with an Executive's
Lump Sum  Election  in effect but prior to the payment of the full amount of the
lump sum or annual  installments  due  thereunder,  payment of the unpaid amount
thereof shall be made to your surviving spouse, designated beneficiary or estate
in accordance with your election.  Payment made in accordance with this addendum
to you, your surviving spouse, designated beneficiary or estate shall constitute
full and complete  satisfaction  of the  Company's  obligation in respect of the
Executive's Benefit and the Survivor's Benefit.

If you do not make the Executive's Lump Sum Election,  your surviving spouse may
elect (the Survivor's Lump Sum Election) to receive the actuarial  equivalent of
the  Survivor's  Benefit,  if any,  in a lump sum in cash or in up to five equal
annual  cash  installments.  A lump  sum or  installments  so  elected  by  your
surviving  spouse shall be paid on or  commencing  on the first day of the month
next following the month of your death, or the first day of any month thereafter
not later than the first day of the month  coincident with or next following the
second anniversary of your death.

                                                            23
The Executive's  Lump Sum Election and the Survivor's Lump Sum Election shall be
made,  and may be  rescinded,  in the same  manner  and at the same times as are
prescribed for the analogous  elections under the Company's  Executive Qualified
Pension  Plan (QPP) or any  successor or  replacement  plan (the QPP) or, at any
time when there is no QPP in effect, in accordance with procedures  specified by
the  Compensation  and  Personnel  Committee  of the Board of  Directors  of the
Company (the Committee).  The amount of any lump sum or installment  payments of
the  Employee's  Benefit or  Survivor's  Benefit  shall be  computed in the same
manner as is  prescribed  for the  analogous  computations  under the  Qualified
Pension  Plan or,  (subject to  paragraph 9 of the  Agreement)  at any time when
there is not QPP in effect or there are no analogous computations provided under
the QPP, as specified by the Committee.

The Committee may, in its sole discretion,  defer the payment of any lump sum or
annual  installment  of the  Executive's  Benefit to you (putting  such deferred
funds in an  appropriate  Rabbi  Grantor  Trust),  if you are,  at the time such
amount would otherwise be paid, a covered  employee as defined in Section 162(m)
of the IRC as amended,  and if such  payment  would be subject to such  Sections
limitation on deductibility;  provided,  however, that such payment shall not be
deferred  to a date  later  than the  earliest  date in the  year in which  such
payment would not be subject to such  limitation;  and further provided that the
Company shall,  at the time of payment of any amount so deferred to you, or your
surviving  spouse or estate,  pay  interest  thereon  from the original due date
thereof at a rate  equal to the  "prime  rate" as  reported  in the Wall  Street
Journal  on  the  first  business  day  of  each  calendar  quarter,  compounded
quarterly.

Agreed:
                                    /s/                             6/30/97
                      Ronald E. Ferguson
                      Chairman & Chief Executive Officer
                      General Re Corporation

For the Company                     /s/                             6/30/97
                      Theron S. Hoffman
                      Vice President, General Re Corporation

                                    /s/                             7/7/97
                      Andrew W. Mathieson
                      Chairman, Compensation & Personnel Committee
                      Board of Directors
                      General Re Corporation









                                       24
                                    Exhibit 11


                        Computation of Per Share Earnings


                                    Three Months Ended        Six Months Ended
                                          June 30,                 June 30,
Earnings Per Share of Common Stock
(in millions, except share data)        1997        1996        1997        1996
--------------------------------        ----        ----        ----        ----

Net income (applicable to common 
  stock)(1)                             $231        $222        $472        $456

Average number of common shares
 outstanding                      80,114,284  79,254,137  80,603,471  80,355,796
                                  ==========  ==========  ==========  ==========

Net income per share (2)               $2.88       $2.80       $5.85       $5.67
                                       =====       =====       =====       =====


(1)    After  deduction of preferred  stock dividends of $2 million and $5
       million for the three and six months ended June 30, 1997 and 1996.

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























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