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                                  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             September 30, 1997
                                 -----------------------------------

Commission file number                           1-8026

[OBJECT 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 September 30, 1997

     Common Stock, $.50 par value                       78,432,068 Shares
---------------------------------------       --------------------------------


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                             GENERAL RE CORPORATION

                                   10-Q INDEX



PART I.  FINANCIAL INFORMATION

 
                                                                    PAGE
Item 1.    Financial Statements

           Consolidated Statements of Income
           Three and nine months ended September 30, 1997 and 1996     3

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

           Consolidated Statements of Common Stockholders' Equity
           Nine months ended September 30, 1997 and 1996               5

           Consolidated Statements of Cash Flows
           Nine months ended September 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              10


PART II.  OTHER INFORMATION


Item 6.    Exhibits and Reports on Form 8-K

           Reports on Form 8-K (none)                                 19

           Exhibit 11    -  Statement Re: Computation of Per  
                               Share Earnings                         21

           Exhibit 27    -  Financial Data Schedule                   22








                                        2

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

                                                     (Unaudited)
                                     Three Months Ended       Nine Months Ended
                                         September 30,          September 30,
                                        1997      1996          1997     1996
Premiums and other revenues 

Net premiums written
     Property/casualty                 $1,294    $1,390        $4,107   $4,179
     Life/health                          327       275           910      785
                                      -------   -------       -------   ------
Total net premiums written             $1,621    $1,665        $5,017   $4,964
                                       ======    ======        ======   ======

Net premiums earned
     Property/casualty                 $1,338    $1,378        $4,097   $4,096
     Life/health                          327       276           892      775
                                       ------    ------        ------   ------
Total net premiums earned               1,665     1,654         4,989    4,871

Investment income                         321       302           955      875
Other revenues                             88        80           271      226
Net realized gains (losses)
 on investments                             2       (14)            7       66
                                      -------    ------       -------   ------

     Total revenues                     2,076     2,022         6,222    6,038
                                        -----     -----         -----    -----

Expenses

Claims and claim expenses                 929     1,002         2,858    2,915
Life/health benefits                      254       212           661      575
Acquisition costs                         355       345         1,081    1,089
Other operating costs and expenses        200       181           609      501
Goodwill amortization                       8         4            22       13
                                      -------  --------       -------   ------

     Total expenses                     1,746     1,744         5,231    5,093
                                        -----     -----         -----    -----

     Income before income taxes and
       minority interest                  330       278           991      945

Income tax expense                         75        75           230      236
                                           --        --           ---      ---

     Income before minority interest      255       203           761      709

Minority interest                          11        19            40       64
                                           --        --            --       --

     Net income                          $244      $184          $721     $645
                                         ====      ====          ====     ====


Share Data:

Net income per common share             $3.06     $2.31         $8.97    $8.00
                                        =====     =====         =====    =====

Dividend per share to common
 stockholders                            $.55      $.51         $1.65    $1.53
                                         ====      ====         =====    =====

Average common shares outstanding        79.0      78.4          79.5     79.7
                                         ====      ====          ====     ====

                                 See notes to the consolidated interim financial
statements.

                                                              3
                             GENERAL RE CORPORATION
                           Consolidated Balance Sheets
                        (in millions, except share data)

                                                       (Unaudited)
                                                     September 30,  December 31,
                                   ASSETS                  1997         1996
                                                      ------------  -----------
Investments:
Fixed maturities:
    Available-for-sale (cost: $16,273 in 1997;        
     $16,473 in 1996)                                    $17,141       $17,168
    Trading (cost: $1,912 in 1997; $2,994 in 1996)         1,977         2,967
  Preferred equities, at fair value (cost: $1,007 
   in 1997; $771 in 1996)                                  1,063           789
  Common equities, at fair value (cost: $2,087 in 
   1997; $1,941 in 1996)                                   4,631         3,675
  Short-term investments, at amortized cost which
   approximates fair value                                 1,330         1,267
  Other invested assets                                      736           696
                                                        --------      --------
      Total investments                                   26,878        26,562

Cash                                                         358           365
Accrued investment income                                    383           405
Accounts receivable                                        2,894         2,832
Funds held by reinsured companies                            480           474
Reinsurance recoverable                                    2,846         2,935
Deferred acquisition costs                                   479           457
Trading account assets                                     3,972         4,085
Securities purchased under agreement to resell               508            -
Goodwill                                                     993         1,052
Other assets                                               1,149           994
                                                        --------      --------
        Total assets                                     $40,940       $40,161
                                                         =======       =======
                               LIABILITIES
Claims and claim expenses                                $15,977       $15,977
Policy benefits for life/health contracts                    918           751
Unearned premiums                                          1,997         1,957
Other reinsurance balances                                 3,147         3,388
Notes payable                                                384           290
Commercial paper                                             759           140
Income taxes                                               1,029           728
Securities sold under agreements to repurchase             1,159         1,985
Securities sold but not yet purchased                        993           869
Trading account liabilities                                3,673         3,907
Other liabilities                                          1,839         1,675
Minority interest                                          1,033         1,166
                                                         -------       -------
        Total liabilities                                 32,908        32,833
                                                          ------        ------
Cumulative convertible preferred stock (shares 
 issued: 1,703,620 in 1997 and 1,711,907 in 1996; 
 no par value)                                               145           146
Loan to employee savings and stock ownership plan           (144)         (144)
                                                            ----          ----
                                                               1             2
                                                          ------        ------
                       COMMON STOCKHOLDERS' EQUITY
Common stock (102,827,344 shares issued in 1997
 and 1996; par value $.50)                                    51            51
Paid-in capital                                            1,084         1,041
Unrealized appreciation of investments, net of
 deferred income taxes                                     2,294         1,625
Currency translation adjustments, net of deferred
 income taxes                                                (22)          (53)
Retained earnings                                          7,291         6,708
Less common stock in treasury, at cost (shares
 held: 24,395,276 in 1997 and 21,262,113 in 1996)         (2,667)       (2,046)
                                                          ------        ------
     Total common stockholders' equity                     8,031         7,326
                                                          ------        ------
     Total liabilities, cumulative convertible
      preferred stock and common stockholders' equity    $40,940       $40,161
                                                         =======       =======

           See notes to the consolidated interim financial statements.
                                        4
                             GENERAL RE CORPORATION
             Consolidated Statements of Common Stockholders' Equity
                                  (in millions)

                                                            (Unaudited)
                                                         Nine months ended
                                                            September 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                               31             18
    Other                                                 12              4
                                                     -------          -----
       End of period                                   1,084            657
                                                       -----            ---

Unrealized appreciation of investments,
    net of deferred income taxes:
    Beginning of period                                1,625          1,468
    Change for the period                              1,057            (17)
    Deferred income taxes                               (388)            13
                                                      ------        -------
       End of period                                   2,294          1,464
                                                       -----          -----

Currency translation adjustments,
    net of deferred income taxes:
    Beginning of period                                  (53)           (11)
    Change for the period                                 31            (52)
                                                          --            ---
       End of period                                     (22)           (63)
                                                         ---            ---

Retained earnings:
    Beginning of period                                6,708          5,986
    Net income                                           721            645
    Dividends on common stock                           (131)          (121)
    Dividends on preferred stock, net of
     income taxes                                         (8)            (8)
    Other                                                  1              1
                                                    --------       --------
       End of period                                   7,291          6,503
                                                       -----          -----

Common stock in treasury:
    Beginning of period                               (2,046)        (1,542)
    Cost of shares acquired during period               (630)          (590)
    Stock issued under stock option and other     
     incentive arrangements                                9              9
                                                   ---------       --------
       End of period                                  (2,667)        (2,123)
                                                      ------         ------

    Total common stockholders' equity                 $8,031         $6,489
                                                      ======         ======









                                 See notes to the consolidated interim financial
statements.

                                                              5

                             GENERAL RE CORPORATION
                      Consolidated Statements of Cash Flows
                                  (in millions)
                                                               (Unaudited)
                                                             Nine months ended
                                                               September 30,
                                                            1997        1996
                                                            ----        ----
Cash flows from operating activities:
     Net income                                             $721        $645
     Adjustments to reconcile net income to net cash
      provided by operating activities:
         Change in claim and claim expense liabilities         -         516
         Change in policy benefits for life/health
          contracts                                          167         157
         Change in reinsurance recoverable                    89        (114)
         Change in unearned premiums                          40          89
         Amortization of acquisition costs                 1,081       1,089
         Acquisition costs deferred                       (1,103)     (1,094)
         Trading account activities
              Change in trading account securities         1,271      (1,796)
              Securities purchased under agreements
               to resell                                    (508)         51
              Securities sold under agreements to 
               repurchase                                   (826)      1,811
              Change in other trading balances               (23)         (8)
         Other changes in assets and liabilities              59          68
         Realized gains on investments                        (7)        (66)
                                                            ----      ------
                  Net cash from operating activities         961       1,348
                                                             ---       -----

Cash flows from investing activities:
     Fixed maturities: available-for-sale
         Purchases                                        (5,012)     (6,948)
         Calls and maturities                                351         657
         Sales                                             4,514       5,128
     Preferred and common equities
         Purchases                                          (907)       (842)
         Sales                                               398         812
     Net (purchases) sales of short-term investments        (214)        112
     Net purchases of other invested assets                  (27)        175
                                                           -----        ----
                  Net cash used in investing
                   activities                               (897)       (906)
                                                            ----        ----

Cash flows from financing activities:
     Commercial paper borrowing, net                         619         150
     Change in contract deposits                              66         213
     Cash dividends paid to common stockholders             (131)       (121)
     Acquisition of treasury stock                          (633)       (596)
     Other                                                     8          27
                                                            ----       -----
                  Net cash used in financing activities      (71)       (327)
                                                            ----        ----

Change in cash                                                (7)        115

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

Cash, end of period                                         $358        $373
                                                            ====        ====



           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  and related notes 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 one quarter lag.

2.   National Re - The comparable 1996 third 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 $182 million and $174
     million in the nine months ended September 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 nine  months  ended  September  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     $384       $385       -       -           $310          -
     Assumed   4,376      4,356    $1,059  $1,022        2,929         $730
     Ceded      (653)      (644)     (149)   (130)        (381)         (69)
             -------    -------      ----    ----      -------        -----
     Net      $4,107     $4,097      $910    $892       $2,858         $661
              ======     ======      ====    ====       ======         ====

     1996
     Direct     $365       $325       -       -           $230          -
     Assumed   4,471      4,409      $873    $863        3,215         $651
     Ceded      (657)      (638)      (88)    (88)        (530)         (76)
             -------    -------     -----   -----      -------        -----
     Net      $4,179     $4,096      $785    $775       $2,915         $575
              ======     ======      ====    ====       ======         ====

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  78,959,758  and 79,467,367 for the three and nine months
     ended September 30, 1997 and 78,423,243 and 79,706,910 for the same periods
     in 1996.




                                        7
                             GENERAL RE CORPORATION

         NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)


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 nine months ended
     September  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 $2.98 and
     $8.76 per share for the three and nine months ended September 30, 1997, and
     $2.27 and $7.84 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 1998 and will change the presentation
     of information in the financial  statements but will not have any effect on
     General Re's financial position or results from operations.

     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
                             GENERAL RE CORPORATION

         NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (continued)


In January 1997, the Securities and Exchange Commission ("SEC") issued Financial
Reporting  Release  ("FRR")  No.  48,  Disclosure  of  Accounting  Policies  For
Derivative  Financial  Instruments  and  Derivative  Commodity  Instruments  and
Disclosure  of  Quantitative  and  Qualitative  Information  About  Market  Risk
Inherent In Derivative Financial Instruments,  Other Financial Instruments,  and
Derivative  Commodity  Instruments.  FRR No. 48 amends Regulation S-X and S-K by
expanding existing  disclosures on accounting policies for derivative  financial
instruments,  and requires additional  quantitative and qualitative  information
about  market  risk  inherent  in  derivative  financial  instruments  and other
financial instruments. The SEC's new rule will supplement current fair value and
derivative  disclosures  and  is  effective  in  1997.  Since  FRR  No.  48 is a
disclosure  requirement,  it will not have any effect on General Re's  financial
position or results from operations.



































                                        9

<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


CONSOLIDATED

Income from operations, excluding after-tax realized gains and losses, was $3.03
per share in the third  quarter of 1997,  an increase of 11.0  percent  from the
$2.73 per share  earned in the  comparable  period in 1996.  Net  income for the
third  quarter  of 1997 was $3.06 per  share,  compared  with $2.31 per share in
1996. Net income for the third quarter of 1997 included after-tax realized gains
of $.03 per share,  compared with after-tax realized losses of $.42 per share in
the third  quarter of 1996.  The improved  results in the third  quarter of 1997
were  primarily  due to growth in North  American  property/casualty  investment
income   and   an   improved    underwriting   result   in   the   international
property/casualty and global life/health operations.

For the first nine months of 1997, income from operations,  excluding  after-tax
realized gains and losses,  was $8.95 per share compared with $7.96 per share in
1996, an increase of 12.4 percent.  Net income for the first nine months of 1997
was $8.97 per share,  compared with $8.00 per share for the same period in 1996.
Included in net income were  after-tax  realized  gains of $.02 per share in the
first nine months of 1997, compared with realized gains of $.04 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 nine months of 1997.

Consolidated  net  premiums  written  for the third  quarter of 1997 were $1,621
million, a decrease of 2.6 percent from $1,665 million in 1996. Consolidated net
premiums  written  for the first nine  months of 1997  increased  1.1 percent to
$5,017  million  from $4,964  million in 1996.  Excluding  the effect of foreign
exchange,  consolidated  net  premiums  written  increased  1.4  percent and 5.0
percent in the third quarter and first nine months of 1997, respectively.

Consolidated  pretax  investment income was $321 million in the third quarter of
1997,  compared with $302 million in the same period of 1996. For the first nine
months,  consolidated pretax investment income was $955 million and $875 million
in 1997 and 1996, respectively.  The 9.2 percent increase in consolidated pretax
investment  income in the first nine  months of 1997 was due to higher  invested
assets in existing  operations and investment income from National Re, partially
offset by the effect of 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 third quarter of
1997,  compared  with 26.9 percent in the third  quarter of 1996.  For the first
nine months the effective tax rate was 23.2 percent and 24.9 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 $1,003  million in the first nine  months of 1997,  compared  to
$1,245  million in the same period in 1996.  The decline of $242  million in the
first  nine  months of 1997 was  principally  due to higher  paid  losses,  loss
commutations in North American and international  property/casualty  operations,
and  the  effect  of  the  strengthening  U.S.  dollar  which  lowered  reported
international cash flow.



                                       10
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


At  September  30, 1997  insurance  invested  assets were  $23,991  million,  an
increase of $823 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 and bond  portfolios,  partly
offset by common stock repurchases and dividend payments. The financial services
operations  had $2,887  million of invested  assets at  September  30,  1997,  a
decrease  of $506  million  compared  to  December  31,  1996.  The  decrease in
financial services invested assets in the first nine months of 1997 results from
changes in the hedging  needs and  activities  of General Re Financial  Products
Corporation  ("GRFP").  At September 30, 1997 consolidated  invested assets were
$26,878  million,  a decrease of $316  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  $15,977  million  at  September  30,  1997,
substantially  unchanged from the year-end 1996 liability.  Excluding the effect
of foreign  exchange,  claim and claim expense  liabilities would have increased
$430 million,  or 2.7 percent.  The asset for reinsurance  recoverable on unpaid
claims was $2,489  million at September 30, 1997,  compared to $2,572 million at
December 31, 1996.  At September  30, 1997,  the gross  liability for claims and
claim  expenses  and the related  asset for  reinsurance  recoverables  included
$2,049  million and $630 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  September  30,  1997 was  $8,031  million,  an
increase  of 9.6  percent  from the $7,326  million at December  31,  1996.  The
increase in common stockholders' equity during the first nine months of 1997 was
principally  the result of net income of $721 million,  an increase in after-tax
unrealized  investment gains of $669 million,  a decrease in unrealized  foreign
currency translation losses of $31 million and the reissuance of common stock of
$40 million under employee  compensation and benefit plans,  partially offset by
common  share  repurchases  of $630  million  and  common  and  preferred  stock
dividends of $139 million. On a per share basis, common stockholders' equity was
$102.40 at  September  30,  1997,  an  increase of 14.0  percent  from $89.82 at
December 31, 1996.

On  September  10,  1997 the Board of  Directors  declared  a regular  quarterly
dividend of $.55 per share on the common  stock of General Re.  During the first
nine months of 1997, General Re has paid cash dividends of $1.65 per share.

General Re  repurchased  3,541,900  shares of common stock during the first nine
months of 1997 for  aggregate  consideration  of $630  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 30,675,400 common shares for total consideration of $3.0 billion.

At September 30, 1997,  General Re's notes payable  included $150 million issued
by the holding company, General Re Corporation, which is rated AAA by Standard &
Poor's and Aa1 by Moody's,  and $125 million issued by National Re  Corporation,
which 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



                                       11
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


paper  offered by  General Re has been rated A1+ by  Standard & Poor's and Prime
1 by Moody's. At September  30, 1997,  General Re had $759 million of commercial
paper  outstanding,  which was used to support liquidity needs for GRFP. General
Re has $1.8 billion in  available  lines of credit  which  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 within these facilities were unused
at September 30, 1997.

Pretax income  discussed in 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)
                                              Third Quarter      Year-to-date
                                              -------------     --------------
                                               1997     1996      1997   1996
                                               ----     ----      ----   ----

Income before income taxes and realized gains   $206    $187      $622   $546
Net premiums written                             798     824     2,320  2,203
Net underwriting income                            5       6        16     20

Loss ratio                                      68.8%   71.8%     67.9%   69.7%
Expense ratio                                   30.6    27.4      31.4    29.4
                                                ----    ----      ----    ----
Combined ratio                                  99.4%   99.2%     99.3%   99.1%

Investment income                               $200    $183      $600   $523
Other income (loss)                                1      (2)        6      3
Operating cash flow                              361     314       614    664

For  the  third  quarter  of  1997,   pretax  income  for  the  North   American
property/casualty  operations,  excluding realized  gains/losses,  increased 9.8
percent over the comparable  quarter of 1996, and increased 13.9 percent for the
first nine months of 1997. The 1997 results include the income from National Re.
The growth in pretax  income was primarily  due to increased  investment  income
resulting  from  a  $1.1  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 of $798
million in the third quarter of 1997 and $2,320 million in the first nine months
of 1997  decreased 3.2 percent in the quarter and increased 5.3 percent over the
comparable  1996 nine month  amounts.  Excluding  premiums from National Re, net
premiums  written  decreased by 10.5 percent for the quarter and 3.4 percent for
the first nine months of 1997. Portfolio



                                       12
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


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.
The North  American  operations  continues  to  experience  favorable  portfolio
premium growth from regional and specialty companies.  For the first nine months
of 1997,  portfolio  business with regional and  specialty  companies  increased
approximately  25.0 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 North American portfolio  business.  In the first nine months of 1997, this
business comprised approximately 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.

General  Re's  treaty   contracts   usually  include   short-term   cancellation
provisions.  Its largest treaty has annualized premiums written of approximately
$250 million in 1996 and  contributed  approximately  one half of one percent of
General Re's 1996 net income.  This contract was  terminated as of September 30,
1997.

For the General  Star  companies,  which  primarily  write  excess,  surplus and
specialty  insurance,  net  premiums  written  increased by 15.1 percent for the
quarter and 3.0 percent year-to-date.  This increase was primarily due to higher
net premiums written in the general liability lines and growth in property lines
of business.  General Star continues to experience  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
coverage  to  companies  with  self-insurance  programs,  net  premiums  written
decreased  by  2.0  percent  for  the  quarter,   but   increased   0.2  percent
year-to-date.  Lower growth in Genesis  premiums during 1997 is primarily due to
lower professional liability business,  which had contributed to Genesis premium
growth during 1996.

Pretax  investment  income for the North American  property/casualty  operations
increased  9.5 percent  compared to the third  quarter of 1996 and 14.6  percent
year-to-date.  On an after-tax basis, net investment  income of $168 million for
the third  quarter  increased 8.2 percent from $155 million in the third quarter
of 1996. Investment income for the North American  property/casualty  operations
grew due to the inclusion of National Re's fixed income portfolio. Excluding the
effect of the National Re transaction, after-tax investment income increased 5.5
percent in the quarter.

The overall  annualized  pretax  yield on the North  American  property/casualty
invested  asset  portfolio  was 5.4  percent in the first  nine  months of 1997,
compared with 5.5 percent in the same period in 1996. The annualized  pretax and
after-tax yield in the first nine months of 1997 on the segment's fixed maturity
portfolio  was 6.6  percent and 5.6  percent,  respectively,  compared  with 6.6
percent and 5.7 percent in the same period in 1996.





                                       13
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Operating cash flow for the North American property/casualty  operations of $505
million  in the first  nine  months of 1997  decreased  $159  million  from $664
million  in the same  period of 1996.  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 or third  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  $15,645  million  at
September  30,  1997,  an increase of 5.1 percent from  December  31, 1996.  The
increase in invested assets was primarily the result of positive  operating cash
flow and  unrealized  appreciation  in the  equity and bond  portfolios,  partly
reduced by repurchases of General Re's common stock and common stock  dividends.
During the first nine  months of 1997,  calls and  maturities  on  grandfathered
tax-exempt bonds were  approximately $52 million and preferred equity calls were
$150 million.  The bonds had an average yield of  approximately  7.8 percent and
the proceeds from the calls were reinvested at an average yield of approximately
5.5 percent.  The preferred  equities had an average yield of approximately  8.1
percent and the proceeds  from the calls were  reinvested at an average yield of
approximately 7.2 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  $32 million of grandfathered  tax-exempt bonds and $82 million
of preferred equities,  with average yields of approximately 7.6 percent and 8.6
percent, respectively. Reinvestment of these funds may occur at lower yields.

The gross  liability  for  claims  and  claim  expenses  for the North  American
property/casualty  operations  was $10,876  million at September  30,  1997,  an
increase  of  $109  million,  or  1.0  percent  compared  to the  year-end  1996
liability.  The asset for  reinsurance  recoverable  on unpaid claims was $1,963
million at September 30, 1997, compared to $2,025 million at December 31, 1996.

INTERNATIONAL PROPERTY/CASUALTY
(in millions)
                                                Third Quarter    Year-to-date
                                                -------------    ------------
                                                 1997    1996      1997   1996
                                                 ----    ----      ----   ----
Income before income taxes and realized gains     $86     $73      $235   $232
Net premiums written                              496     566     1,787  1,976
Net underwriting income (loss)                     (9)    (12)      (40)   (40)

Loss ratio                                       70.2%   73.7%     72.3%  72.8%
Expense ratio                                    31.3    28.2      30.0   29.2
                                                 ----    ----      ----   ----
Combined ratio                                  101.5%  101.9%    102.3% 102.0%

Investment income                                 $95     $96      $278   $291
Other income (loss)                                 0     (11)       (3)   (19)
Operating cash flow                                61     185       389    581

                                       14

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Income   before   income   taxes  and  realized   gains  of  the   international
property/casualty  operations  of $86  million  for the third  quarter  and $235
million for the first nine months  increased  17.5  percent and 1.2 percent over
the  respective   periods  of  1996.  The  comparisons  for  third  quarter  and
year-to-date 1997 were affected adversely by the strengthening of the U.S.
dollar (11.2 percent and 9.8 percent, respectively) relative to the German mark.

The  underwriting   combined  ratio  in  the   international   property/casualty
operations of 101.5 percent in the third quarter compared favorably to the 101.9
percent for the third  quarter of 1996 and 102.1  percent  reported for the year
1996.  For the first nine months of 1997 and 1996,  the combined ratio was 102.3
percent and 102.0 percent, respectively. Catastrophe losses were not significant
during any of these periods.

International  net premiums  written  were $496 million in the third  quarter of
1997 and $1,787  million for the first nine months of 1997,  compared  with $566
million and $1,976 million respectively in 1996. Excluding the effect of foreign
exchange, international property/casualty premiums written decreased 4.4 and 2.4
percent in the third  quarter and first nine months of 1997,  respectively.  The
decline in international  property/casualty premiums was primarily due to higher
ceding  company  retention  levels and General Re's cautious  risk  selection in
the face of increased competition in European insurance markets.

After-tax investment income for the international  property/casualty  operations
was $58 million for the third  quarter of 1997 and 1996.  Investment  income was
unchanged  in the quarter due to the 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  increased 5.0 and 1.0 percent
compared  with the third  quarter  and first nine  months of 1996.  The  overall
annualized  pretax yield on the invested asset  portfolio was 5.5 percent in the
first nine months of 1997 compared with 5.9 percent in the same period in 1996.

Operating  cash  flow  of  the   international   property/casualty   and  global
life/health  operations  of $389  million  for the  first  nine  months  of 1997
decreased  from $581  million  in  comparable  period of 1996.  The  decline  in
operating  cash flow was  principally  due to the  effect of  foreign  exchange,
payments made in  connection  with two commuted  contracts  and generally  lower
underwriting cash flow.

International  property/casualty  and  life/health  invested  assets were $8,346
million at September  30,  1997,  compared  with $8,290  million at December 31,
1996.  The increase in invested  assets was due to investment of operating  cash
flows, partly offset by the stronger U.S. dollar, which appreciated 12.7 percent
against the German mark in the first nine months of 1997.

The gross  liability  for  claims  and claim  expenses  was  $5,101  million  at
September 30, 1997 compared with $5,210  million at December 31, 1996. The asset
for  reinsurance  recoverable on unpaid claims was $526 million at September 30,
1997  compared  with $546 million at December 31, 1996.  Excluding the effect of
foreign  exchange,  the gross liability for claims and claim expenses would have
increased by approximately $430 million to $5,531 million.




                                       15
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


GLOBAL LIFE/HEALTH
(in millions)
                                              Third Quarter      Year-to-date
                                              -------------      -------------
                                               1997   1996        1997  1996
                                               ----   ----        ----  ----

Income before income taxes and realized gains   $19    $12        $62    $40
Net premiums written
     Life reinsurance                           230    207        645    588
     Health reinsurance                          97     68        265    197
                                               ----     --        ---   ----
Total life/health net premiums written          327    275        910    785
Net underwriting income (loss)                    2     (1)        11      4
Investment income                                18     17         54     44
Other income (loss)                              (1)    (4)        (3)    (8)

This segment  includes the global  life/health  operations of Cologne Re. Income
before  income  taxes and  realized  gains for the third  quarter of $19 million
increased 53.7 percent from the $12 million in the  comparable  quarter of 1996.
Income before income taxes and realized  gains for the first nine months of 1997
increased  55.2  percent  compared  with the  first  nine  months  of 1996.  The
increases  in third  quarter  and  year-to-date  results  were due to  increased
investment  income  derived from growth in the  business and improved  mortality
experience in the North American individual life operations.

Life  reinsurance  net premiums  written of $230  million for the third  quarter
increased 11.0% over the third quarter of 1996. For the first nine months,  life
reinsurance  premiums written of $645 million increased 9.5% over the comparable
period of 1996. Growth in life business was primarily  attributable to expansion
in the United States,  Australia and certain European  countries.  Excluding the
effect of changes in currency exchange rates,  global life reinsurance  premiums
increased  approximately  20.0 percent in the third  quarter and 18.0 percent in
the first nine months of 1997.  Health  reinsurance  premiums written  increased
43.7  percent  and 34.8  percent in the third  quarter  and first nine months of
1997,  respectively.  This  growth  was  primarily  due to  two  new  blocks  of
individual health business written in the United States.

Investment income for the global life/health  operations was $18 million and $54
million  in the third  quarter  and  first  nine  months of 1997,  respectively,
compared  to $17 million and $44  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 $918 million at
September 30, 1997,  compared with $751 million at December 31, 1996.  The asset
for  reinsurance  recoverable on unpaid losses was $272 million at September 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.



                                       16

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


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

Income before income taxes and realized gains  $25    $24         $87     $74
Total revenues (excluding realized gains)       73     60         237     185
Investment income                                8      6          23      17
Other income                                    17     18          64      57

Financial  services   operations  include  General  Re's  derivative   products,
investment   management,   insurance   brokerage  and  management,   reinsurance
brokerage, and real estate management operations. Income before income taxes and
realized gains grew 3.4% in the quarter and 17.9% year-to-date  primarily due to
growth in GRFP's operations. In the third quarter and first nine months of 1997,
financial  services  revenues  of $73 million  and $237  million,  respectively,
increased 20.7 percent and 27.8 percent from $60 million and $185 million in the
third  quarter and first nine months of 1996.  The growth in 1997  revenues  was
principally  attributable  to growth in GRFP's European fixed income and foreign
exchange options business.

Invested  assets  held for trading  purposes in the first nine months  decreased
$506 million to $2,887  million at September  30, 1997.  The decrease  primarily
relates to the hedging  activities of GRFP. At September 30, 1997,  total assets
of the financial services  operations were $8,067 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  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  fluctuations 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.


                                       17

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


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 (including book value per share),  investments,  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,  and changes in the demand
         for financial  services  operations'  products,  including  derivatives
         offered by GRFP;

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

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

5)       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;

6)       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;

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

8)       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;



                                       18

<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF

            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


9)       Increases  in interest  rates,  which  cause a reduction  in the market
         value of General Re's fixed income investment portfolio, and its common
         stockholders' equity;

10)      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;

11)      Decline in the value of General Re's common equity investments;

12)      Changes in the composition of General Re's investment portfolio;

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

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

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

16) Gains or losses related to changes in foreign currency exchange rates; and

17) Changes in General Re's capital needs.

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.



Item 6. Exhibits and Reports on Form 8-K


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

       Exhibit 27       -    Financial Data Schedule

(b)    Reports on Form 8-K          -   None







                                       19

                                OTHER INFORMATION


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


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
























                                       20

<PAGE>




                                                                    Exhibit 11


                        Computation of Per Share Earnings


                                      Three Months Ended      Nine Months Ended
                                         September 30,           September 30,
Earnings Per Share of Common Stock
(in thousands, except share data)      1997       1996        1997       1996
---------------------------------      ----       ----        ----       ----

Net income (applicable to common 
 stockholders) (1)                    $241,501   $181,469   $713,219   $637,328

Average number of common shares 
 outstanding                        78,959,758 78,423,243 79,467,367 79,706,910
                                    ========== ========== ========== ==========

Net income per share (2)                 $3.06      $2.31      $8.97      $8.00
                                         =====      =====      =====      =====





(1)    After  deduction  of  preferred  stock  dividends  of $3 million 
       and $8 million  for the three and nine  months  ended
       September 30, 1997 and 1996.

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