SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                 ----------------------------------------------

                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): April 17, 1997

                    Zurich Reinsurance Centre Holdings, Inc.
              (Exact name of registrant as specific in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

                       1-11868                         13-3703575
              (Commission File Number)       (IRS Employer Identification No.)

                      One Chase Manhattan Plaza, 43rd Floor
                            New York, New York 10005
          (Address of principal executive offices, including zip code)

                                 (212) 898-5000
              (Registrant's telephone number, including area code)

















Item 5.  Other Events

         On April 17, 1997 Zurich Centre Investments  Limited ("Zurich Centre"),
Zurich Reinsurance Centre Holdings, Inc. (the "Company") and Centre Merger Corp.
("Sub")  entered into an Agreement  and Plan of Merger (the "Merger  Agreement")
which provides for the merger (the "Merger") of a newly formed  indirect  wholly
owned  subsidiary of Zurich Centre with and into the Company and the  conversion
of all  outstanding  shares of the  Company not owned by Zurich  Centre,  Zurich
Insurance  Company,  Zurich  International  (Bermuda)  Ltd. or any subsidiary of
Zurich Centre into cash at the price of $39.50 per share, subject to increase if
Zurich  Centre  elects to extend the closing date for the Merger  following  the
date when the  conditions  to  closing  set forth in the  Merger  Agreement  are
satisfied. As a result of the transaction,  the Company would become an indirect
wholly owned subsidiary of Zurich Centre.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

     (a)  Financial Statement of businesses acquired:

         None.

     (b)  Pro Forma financial information:

         None.

     (c) Exhibits:

         2.1      Agreement  and Plan of Merger,  dated as of April 17, 1997, by
                  and  among  Zurich  Centre  Investments   Limited,  a  Bermuda
                  corporation,  Centre Merger Corp., a Delaware corporation, and
                  Zurich   Reinsurance   Centre   Holdings,   Inc.,  a  Delaware
                  corporation.








                                   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 hereunto duly authorized.


                                            ZURICH REINSURANCE CENTRE
                                            HOLDINGS, INC.



                                            By: /s/ Mark R. Sarlitto
                                            Name:  Mark R. Sarlitto
                                            Title:  Senior Vice President
                                                    and General Counsel


Dated:  April 18, 1997








                                  EXHIBIT INDEX

Exhibit

         2.1      Agreement  and Plan of Merger,  dated as of April 17, 1997, by
                  and  among  Zurich  Centre  Investments   Limited,  a  Bermuda
                  corporation,  Centre Merger Corp., a Delaware corporation, and
                  Zurich   Reinsurance   Centre   Holdings,   Inc.,  a  Delaware
                  corporation.