SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549
                        -------------------------
                               FORM 10-Q/A
                        -------------------------

     (X) AMENDMENT NO. 1 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR
              15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996

                                    OR

     ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                     SECURITIES AND EXCHANGE ACT OF 1934
               FOR THE TRANSITION PERIOD FROM    TO
           -----------------------------------------------------
                               CAPITAL RE CORPORATION
          (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
           -----------------------------------------------------
DELAWARE                      1-10995                          52-1567009
(STATE OR OTHER       (COMMISSION FILE NUMBER)              (IRS EMPLOYER
JURISDICTION OF                                     IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)

                      1325 AVENUE OF THE AMERICAS
                               18TH FLOOR
                       NEW YORK, NEW YORK 10019
                                    (212) 974-0100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)


INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTIONS 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
(REGISTRANT BECAME SUBJECT TO THE FILING REQUIREMENTS ON APRIL 8, 1992.)

AS OF NOVEMBER 12, 1996, THERE WERE OUTSTANDING 15,855,175 SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE, OF THE REGISTRANT.

                                   INDEX TO EXHIBITS




EXHIBIT
NUMBER         DESCRIPTION

11             STATEMENT RE: COMPUTATION OF PER
                   SHARE EARNINGS (UNAUDITED)

27             FINANCIAL DATA SCHEDULE

                              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.



                                            CAPITAL RE CORPORATION



DATE:              JANUARY 6, 1997        BY /S/DAVID A. BUZEN
                                            ---------------
                                            DAVID A. BUZEN
                                            EXECUTIVE VICE PRESIDENT,
                                            CHIEF FINANCIAL OFFICER


DATE:              JANUARY 6, 1997        BY /S/ALAN S. ROSEMAN
                                            -----------------
                                            ALAN S. ROSEMAN
                                            SENIOR VICE PRESIDENT,
                                            GENERAL COUNSEL AND
                                            SECRETARY