SECURITIES AND EXCHANGE COMMISSION

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

     (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934
                   FOR THE QUARTER ENDED JUNE 30, 1997

                                    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 AUGUST 12, 1997, THERE WERE OUTSTANDING 15,878,587 SHARES OF
COMMON STOCK, PAR VALUE $.01 PER SHARE, OF THE REGISTRANT.



Part II is hereby amended by renumbering Item 3 as Item 6 and by adding
the following Item 4:

Item 4 - Submission of Matters to a Vote of Security Holders

At the annual meeting of the Corporation's shareholders held on May 21,
1997, the ten nominees listed below were elected as directors of the
Corporation to hold office until the 1998 annual meeting and until their
successors shall have been elected and qualified.  In addition, at such
meeting, the Corporation's shareholders approved the 1997 Employee Stock
Option Plan, the Performance Share Plan and the Annual Incentive Plan.
The number of votes cast for, against or withheld and the number of
abstentions with respect to each such matter is set forth below, as are
the number of broker non-votes, where applicable.

(a)   Election of Directors

Name                          Votes For          Votes Against

Michael E. Satz              14,291,538             489,048
Harrison W. Conrad, Jr.      14,291,538             489,048
Richard L. Huber             14,291,538             489,048
Steven D. Kesler             14,276,838             503,748
Steven H. Newman             14,288,538             492,048
Philip H. Robinson           14,273,606             506,980
Edwin L. Russell             14,274,038             506,548
Dan R. Skowronski            14,273,838             506,748
Barbara D. Stewart           14,291,338             489,248
Jeffrey F. Stuermer          14,273,838             506,748

(b)   Approval of 1997 Employee Stock Option Plan

Votes For       Votes Against      Abstentions

10,035,304       3,639,471           6,771

(c)   Approval of Performance Share Plan

Votes For       Votes Against      Abstentions

12,227,862        1,448,629          8,005

(d)   Approval of Annual Incentive Plan

Votes For       Votes Against      Abstentions

14,249,865         519,500           7,551



                         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:  September 18, 1997              By: \s\ Alan S. Roseman
                                           --------------------
                                           Alan S. Roseman
                                           Senior Vice President,
                                           General Counsel and Secretary