SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)   May 22, 1997
                                                --------------------------------
                                Chartwell Re Corporation
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             (Exact Name of Registrant as Specified in its Charter)


Delaware                            1-12502                   41-1652473
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State or Other Jurisdiction        (Commission              (IRS Employer
of Incorporation)                   File Number)            Identification No.)





Four Stamford Plaza, P. O. Box 120043, Stamford, CT                 06912-0043
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(Address of Principal Executive Offices)                            (Zip Code)



Registrant's telephone number, including area code  (203) 705-2500
                                                   ----------------------------

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          (Former Name or Former Address, if Changed Since Last Report)




                               Page 1 of 7 pages.













Item 5. - Other Events

         On May 22, 1997,  the Board of  Directors  of Chartwell Re  Corporation
(the  "Company")  authorized  and  declared a dividend  of one  preferred  share
purchase right (a "Right") for each outstanding share of common stock, par value
$.01 per share (the "Common Shares") of the Company. The dividend was payable on
May 22, 1997 to the  shareholders of record on May 22, 1997 (the "Record Date").
Each Right  entitles  the  registered  holder to  purchase  from the Company one
one-hundredth of a share of Junior Participating Cumulative Preferred Stock, par
value $1.00 per share  ("Preferred  Shares") of the Company at a Purchase  Price
(the   "Purchase   Price")  of  $120.00,   subject  to   adjustment  in  certain
circumstances  (as defined  below).  The description and terms of the Rights are
set forth in the Rights Agreement (the "Rights  Agreement")  dated as of May 22,
1997 between the Company and Fleet National Bank of Connecticut, as Rights Agent
(the "Rights Agent").

         Initially, the Rights will be attached to all Common Share certificates
representing shares then outstanding,  and no separate certificates representing
the Rights ("Right Certificates") will be distributed.  The Rights will separate
from the Common Shares and a "Distribution  Date" will occur upon the earlier of
(i) ten business days following a public  announcement (the "Shares  Acquisition
Date") that a person or group of affiliated or associated  persons has acquired,
or obtained  the right to acquire,  beneficial  ownership  of 20% or more of the
outstanding Common Shares (an "Acquiring Person"), or (ii) ten business days (or
such specified or  unspecified  date as may be determined by action of the Board
of Directors of the Company)  following the  commencement or announcement of the
intent to  commence a tender  offer or  exchange  offer  that would  result in a
person or group of affiliated or associated persons  beneficially  owning 20% or
more  of the  outstanding  Common  Shares.  Notwithstanding  the  foregoing,  an
Acquiring  Person  does not include  (A) the  Company or any  subsidiary  of the
Company,  (B) any  employee  benefit  plan  (including,  but not limited to, any
employee stock  ownership  plan) of the Company or any subsidiary of the Company
or any  person  organized,  appointed  or  established  by the  Company  or such
subsidiary  as a fiduciary  for or  pursuant  to the terms of any such  employee
benefit plan, or (C) any person who would  otherwise be an Acquiring  Person but
for the good faith  determination  by the Board of Directors of the Company that
such person has become an Acquiring  Person  inadvertently,  provided  that such
person together with its affiliates and associates divest themselves as promptly
as practicable of beneficial  ownership of a sufficient  number of Common Shares
so that such person together with its affiliates and associates beneficially own
less than 20% of the Common Shares.

         The Rights Agreement  provides that,  until the Distribution  Date, (i)
the Rights will be transferred  with and only with the Common  Shares,  (ii) new
Common  Share  certificates  issued  after  the  Record  Date  but  prior to the
Distribution Date will contain a notation  incorporating the Rights Agreement by
reference  and (iii) the surrender for transfer of any of the Common Shares will
also  constitute  the transfer of the Rights  associated  with the Common Shares
represented  by  such  certificates.   As  soon  as  practicable  following  the
Distribution Date, separate certificates  evidencing the Right Certificates will
be mailed to

                                      -2-






holders  of  record  of  Common  Shares  as of  the  close  of  business  on the
Distribution  Date, and  thereafter the Rights will be evidenced  solely by such
Right Certificates.

         The Rights are not exercisable until the Distribution  Date. The Rights
will expire on May 22, 2007 (the "Final Expiration Date"), unless the Rights are
earlier redeemed or exchanged by the Company as described below.

         In the event  that any  person  or group of  affiliated  or  associated
persons becomes an Acquiring Person, proper provision shall be made so that each
holder of a Right, other
than rights  beneficially  owned by the Acquiring  Person (which will  thereupon
become void), will thereafter have a right to receive,  upon exercise thereof at
the then  current  exercise  price of the Right,  that  number of Common  Shares
having a market  value of two times the exercise  price of the Right  ("Flip-In"
Events). From and after the time a person becomes an Acquiring Person all Rights
that are, or (under  certain  circumstances  specified in the Rights  Agreement)
were,  beneficially owned by an Acquiring Person (or an affiliate,  associate or
transferee thereof) will be null and void.

         At any time after any person becomes an Acquiring Person,  the Board of
Directors  of the Company  may, at its option,  exchange all or part of the then
outstanding and exercisable Rights (excluding Rights of an Acquiring Person that
have become void) for Common Shares at an exchange ratio of one Common Share per
Right,  appropriately  adjusted to reflect any stock  split,  stock  dividend or
similar  transaction  occurring  after  the  date  hereof.  Notwithstanding  the
foregoing, the Board of Directors shall not be empowered to effect such exchange
at any time  after  any  Acquiring  Person,  together  with all  affiliates  and
associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more
of the Common Shares then outstanding.

         In the event that, after the Shares  Acquisition  Date, (a) the Company
shall  consolidate  with,  or merge  with or into,  any other  person or persons
(other  than a  subsidiary  of the  Company)  and the  Company  shall not be the
continuing or surviving  corporation of such  consolidation  or merger,  (b) any
other  person  or  persons  (other  than  a  subsidiary  of the  Company)  shall
consolidate,  merge  with or into  the  Company  and the  Company  shall  be the
continuing  or surviving  corporation  of such  consolidation  or merger and, in
connection with such  consolidation  or merger,  all or part of the common stock
shall be changed into or exchanged  for stock or other  securities  of any other
person or persons or cash or any other  property,  or (c) the Company shall sell
or  otherwise  transfer  (or  one or  more  of its  subsidiaries  shall  sell or
otherwise transfer),  in one or more transactions,  assets, cash flow or earning
power aggregating more than 50% of its assets, cash flow or earning power to any
other person or persons (other than the pro rata  distribution by the Company of
assets  (including  securities) of the Company or any of its subsidiaries to all
holders of the Company's common stock),  the Rights Agreement provides that each
holder of a Right  (other than Rights  owned by an  Acquiring  Person which will
have become void) shall be entitled to receive, upon the exercise thereof at the
then current exercise price of the Right,  that number of shares of common stock
of the  acquiring  company  which at the time of such  transaction  would have a
market value (as defined in the Rights  Agreement) equal to twice the exercise 


                                      -3-





 price of the Right ("Flip-Over" Events).

         The Purchase Price payable, and the number of Preferred Shares or other
securities  or  property  issuable,  upon  exercise of the Rights are subject to
adjustment from time to
time  to  prevent  dilution  (i) in the  event  of a  stock  dividend  on,  or a
subdivision, combination or reclassification of, the Preferred Shares, (ii) upon
the grant to  holders  of  Preferred  Shares of certain  rights or  warrants  to
subscribe  for  Preferred  Shares  or  convertible  securities  at less than the
current market price of Preferred Shares, or (iii) in case the Company shall fix
a record date to distribute to all holders of the Preferred  Shares evidences of
indebtedness or assets (other than a regular periodic cash dividend or dividends
payable in  Preferred  Shares) or  subscription  rights or warrants  (other than
those  referred to above).  The number of Rights and number of Preferred  Shares
issuable  upon the exercise of each Right are also subject to  adjustment in the
event of a stock split, combination or stock dividend on the Common Shares.

         With certain  exceptions,  no adjustment in the Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% of
such Purchase Price. No fractional  Preferred  Shares will be issued and in lieu
thereof,  an adjustment  will be made based on the market price of the Preferred
Shares on the last trading date prior to the date of exercise.

     At any time prior to the  acquisition by a person or group or affiliated or
associated  persons of  beneficial  ownership of 20% or more of the  outstanding
Common  Shares,  theBoard of  Directors  of the Company may redeem the Rights in
whole, but not in part, at a price of $.001 per Right (the "Redemption  Price"),
payable  in cash,  Common  Shares  or any  other  form of  consideration  deemed
appropriate  by the Board of  Directors.  The  redemption  of the  Rights may be
effective at such time,  on such basis and with such  conditions as the Board of
Directors in its sole discretion may establish.  Immediately  upon redemption of
the  Rights,  the Rights will  terminate  and the only  privilege  of the Rights
holders will be to receive the $.001 redemption  price. The date on which Rights
are redeemed is referred to herein as the "Redemption Date".

         At any time after the  acquisition by any person or group of affiliated
or associated persons of beneficial  ownership of 20% or more of the outstanding
Common  Shares,  the Board of  Directors of the Company may cause the Company to
exchange the Rights  (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one Common Share
per Right,  appropriately adjusted to reflect any stock split, stock dividend or
similar  transaction  occurring after the date hereof (such exchange ratio being
hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing,
the Board of Directors  shall not be  empowered  to effect such  exchange at any
time  after any person  together  with all  affiliates  and  associates  of such
person,  becomes the  beneficial  owner of 50% or more of the Common Shares then
outstanding.


                                      -4-






         Immediately  upon the action of the Board of  Directors  of the Company
ordering  the  exchange of any Rights,  the right to exercise  such Rights shall
terminate  and the only right  thereafter  of a holder of such Right shall be to
receive the number of Common  Shares  equal to the number of such Rights held by
such holder  multiplied by the Exchange  Ratio. In connection with this exchange
provision, the Company shall not be required to issue fractions of Common Shares
or certificates  evidencing  fractional  Common Shares and, in lieu thereof,  an
adjustment will be made based on the market price of the Preferred Shares on the
last trading day prior to the date of exercise.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a shareholder  of the Company,  other than rights  resulting from such
holder's ownership of Common Shares, including, without limitation, the right to
vote or to receive  dividends.  While the distribution of the Rights will not be
taxable to shareholders or to the Company,  shareholders may, depending upon the
circumstances,  recognize  taxable  income in the event that the  Rights  become
exercisable  for Common  Shares (or other  consideration)  of the Company or for
common stock of the acquiring company as set forth above.

         The  Rights  and the Rights  Agreement  may be  amended in any  respect
whatsoever (including,  without limitation, any extension of the period in which
the Rights may be redeemed) at any time prior to such time any person becomes an
Acquiring Person,  without the approval of the holders of the Rights. After such
time, amendments may only be made to (i) cure any ambiguity,  (ii) to correct or
supplement  any  provision  contained  in  the  Rights  Agreement  which  may be
defective or inconsistent with any other provision in the Rights  Agreement,  or
(iii) make any amendments or supplements  which the Company and the Rights Agent
may deem necessary or desirable  which do not adversely  affect the interests of
the holders of the Rights  (other than the  Acquiring  Person or an affiliate or
associate thereof).

         A copy of the Rights Agreement between the Company and the Rights Agent
specifying  the terms of the  Rights is filed as an  exhibit to this Form 8-K. A
copy of the Rights Agreement is available free of charge from the Company.  This
summary  description  of the  Rights  does not  purport  to be  complete  and is
qualified in its entirety by reference to the Rights Agreement.

                                      -5-










Item 7. Financial Statements and Exhibits

(c)      Exhibits

4.1      Rights  Agreement  dated as of May 22,  1997,  between  the Company and
         Fleet National Bank of Connecticut.

99.1     Press release of Chartwell dated May 22, 1997



                                                SIGNATURE

         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.

                                            CHARTWELL RE CORPORATION


                                            By:/s/ Richard E. Cole
                                                ----------------------
                                                  Richard E. Cole
                                                  Chairman and Chief
                                                  Executive Officer




Dated:  June 6, 1997


                                      -6-






                                  EXHIBIT INDEX



Exhibit                             Description of Exhibit
- -------                             ----------------------
4.1      Rights  Agreement  dated as of May 22,  1997,  between  the Company and
         Fleet National Bank of Connecticut.

99.1     Press release of Chartwell dated May 22, 1997.