content: 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) October 14, 1996
                                                   ----------------
  
                         Chartwell Re Holdings Corporation
  --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
  
  
       Delaware                    0-28188                    06-1438493
  --------------------------------------------------------------------------------
  State or Other Jurisdiction    (Commission                (IRS Employer
  of Incorporation)              File Number)              Identification No.)
  
  
  
  4 Stamford Plaza,  P. O. Box 120043, Stamford, CT          06912-0043
  --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                   (Zip Code)
  
  
  
  Registrant's telephone number, including area code (203) 705-2500
                                                     --------------
  
  300 Atlantic Street, Suite 400, Stamford, CT  06901
  --------------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  
  
  
  
                           Page 1 of __ pages.
  
  
  
  
  
  <PAGE>
  
  
  Item 5. - Other Events
  
                    On October 14, 1996, Chartwell Re Corporation
  ("Chartwell") and Archer Group Holdings plc ("Archer") (LSE:
  AAJ.L) made a joint announcement in London regarding a
  recommended cash offer by Chartwell (the "Offer") of 92.5 pence
  for each ordinary share of Archer in issue (each, an "Archer
  Share").  The Offer values the existing share capital of Archer
  at approximately 35 million Pounds Sterling.  The Offer will be
  made by Chartwell Holdings Limited (formerly Beechwood Holdings
  Limited), a newly-formed, indirect wholly-owned subsidiary of
  Chartwell, and will be financed from Chartwell's existing
  resources and a new credit facility (as described below).
  
                    The Offer includes a Loan Note alternative whereby
  Archer stockholders may elect to receive a 1 Pound Sterling Loan
  Note for each 1 Pound Sterling of cash consideration.  The Loan
  Notes, which will be guaranteed by First Union National Bank
  N.A., will pay interest semi-annually at the rate per annum
  calculated to be one percent below Sterling LIBOR and will mature
  in June 2002.  The maximum amount of Loan Notes to be issued will
  be limited to 26.3 million Pounds Sterling, which limit has been
  set, among other reasons, to ensure compliance of Chartwell
  Holdings Limited with U.K. minimum capitalization rules.
  
                    The Archer directors and others, including certain
  employees, have irrevocably undertaken to accept the Offer in
  respect of their entire holdings (and those of their immediate
  families) of Archer, representing an aggregate of 8,466,914
  shares, or 22.4% of Archer"s issued shares.  On October 11, 1996,
  Chartwell purchased or contracted to purchase 2,027,100 Archer
  Shares, representing 5.4% of Archer's issued and outstanding
  shares.  On October 14, 1996, Chartwell purchased an additional
  9,300,000 Archer Shares, representing an additional 24.6% of
  Archer's issued and outstanding shares.  As a result, Chartwell
  currently owns or has received undertakings to accept the Offer
  in respect of 52.3% of the issued Archer Shares.
  
                    To demonstrate their commitment to the business of
  Archer, the Archer directors and others, including certain
  employees, have irrevocably undertaken to apply a part of the
  consideration receivable by them under the Offer to support
  underwriting on Archer syndicates.
  
                    Further information about the Offer is included in the
  press releases distributed by Chartwell in the United States on
  October 14, 1996, copies of which are filed as exhibits to this
  current report on Form 8-K.
  
  
  
                               -2-
  <PAGE>
  
                    The Offer is not being made, directly or indirectly, in
  or into the United States, Canada, France, New Zealand or
  Australia or by the use of the mails of, or by any means or
  instrumentality of interstate or foreign commerce of, or by any
  facility of a national securities exchange of, the United States,
  Canada, France, New Zealand or Australia.  The Loan Notes have
  not been and will not be registered under the U.S. Securities Act
  of 1933, as amended (the "Act"), or under any U.S. state
  securities law, the relevant clearances have not been and will
  not be obtained from the securities commission of any province of
  Canada and no prospectus has been or will be lodged with, or
  registered by, the Australian Securities Commission.  The Loan
  Notes may therefore not be offered, sold or delivered, directly
  or indirectly, in or into Canada, France, New Zealand or
  Australia or in or into the United States or to a U.S. person,
  unless such transaction has been registered under the Act or an
  exemption from the registration requirements of the Act is
  available.
  
                    Archer is publicly traded on the London Stock Exchange
  and is the parent company of Archer Managing Agents Limited.
  Archer is one of the largest managing agencies in the Lloyd's
  marketplace with approximately 4% of Lloyd's total underwriting
  capacity for the 1996 year of account.  The largest part of
  Archer's revenue is now derived from fee based income on capacity
  managed and commissions on syndicate profits.  Archer's managing
  agency manages a group of 11 Lloyd's syndicates (seven non-
  marine, one marine, one aviation, one motor and one life) with
  1996 capacity of approximately 420 million Pounds Sterling.
  Approximately 80% of Archer syndicates' premium volume is derived
  from non-U.S. sources.  Approximately 34.5% of the 1996 capacity
  is supplied by corporate capital.
  
                    For the year ended September 30, 1995, Archer reported
  profit on ordinary activities before taxation of 599,000 Pounds
  Sterling, compared to a loss on ordinary activities before
  taxation of 243,000 Pounds Sterling for the year ended September
  30, 1994.  Archer reported net profit (before dividends) for the
  year ended September 30, 1995 of 394,000 Pounds Sterling,
  compared to a loss of 342,000 Pounds Sterling for the year ended
  September 30, 1994.  For the six months ended March 31, 1996,
  Archer reported a loss on ordinary activities before taxation of
  437,000 Pounds Sterling, compared to a loss of 386,000 Pounds
  Sterling for the six months ended March 31, 1995.  Archer
  reported a net loss (before dividends) for the six months ended
  March 31, 1996 of 456,000 Pounds Sterling, compared to a loss of
  381,000 Pounds Sterling for the six months ended March 31, 1995.
  At March 31, 1996, Archer reported net assets of 1,904,000 Pounds
  Sterling, compared to net assets of 2,556,000 Pounds Sterling at
  September 30, 1995.
  
  
  
                               -3-
  
  
  <PAGE>
  
  
                    All of the foregoing information represents information
  provided by Archer in the offer document relating to the Offer.
  All of Archer's financial information (and its financial
  forecasts, as discussed below) are prepared on the basis of
  generally accepted accounting principles in the United Kingdom
  ("U.K. GAAP").  Significant differences exist between U.K. GAAP
  and generally accepted accounting principles in the U.S. ("U.S.
  GAAP") which affect the comparability of U.K. GAAP and U.S. GAAP
  financial information.  In addition, information relating to
  Archer should be understood in the context of business
  arrangements and terminology in the Lloyd's market.
  
                    The press release filed as exhibit 99.1 to this Form
  8-K report describes certain financial forecasts announced by
  Archer.  These forecasts include a profit estimate for the year
  ended September 30, 1996 (the "1996 Profit Estimate") and a
  forecast of the profit commissions to be credited to Archer in
  respect of the 1994 and 1995 pure years of account (the
  "Commission Forecasts").  As noted by Archer, profit commissions
  represent only one component of Archer's net income or loss, and
  the Commission Forecasts do not necessarily indicate the amount
  of net income or loss to be recognized by Archer for 1997 or
  1998.  The foregoing forecasts, which Archer announced pursuant
  to U.K. best practice, were prepared by Archer and represent the
  view of the Archer directors only.  The forecasts are subject to
  a number of bases and assumptions, and actual results could
  differ materially if one or more of the bases or assumptions
  proves inappropriate or incorrect.  A description of these bases
  and assumptions follows.
  
  1996 Profit Estimate
  
                    As stated by Archer in the Offer document, the 1996
  Profit Estimate
  
                    "is made after taking account of the Archer
                    Group's entitlement to 6.8 million Pounds Sterling pursuant
                    to the triple profit release (being the
                    advance payment to the Archer Group of part
                    of the profit commission arising on the 1994
                    and 1995 underwriting years), its 8.5 
                    million Pounds Sterling contribution to the Lloyd's
                    settlement and the effect of the reinsurance
                    to close 1992 and prior years of account into
                    Equitas Reinsurance Limited.  The Group's
                    entitlement to triple profit release is
                    stated before profit related remuneration to
                    staff.  The profit estimate does not take
                    account of certain professional fees which
                    would become payable in the event the Offer
                    is successful. . . . [The] profit estimate is
  
  
                               -4-
  
  
  <PAGE>
  
                    based upon the accounting policies normally
                    adopted by the Group as amended to include
                    the advance payment of profit commission on
                    the 1994 and 1995 underwriting years referred
                    to above, on the basis that this will be the
                    accounting policy adopted in the 1996
                    financial statements."
  
  Commission Forecasts
  
                    Archer stated in the Offer document that the Commission
  Forecasts have been prepared on the following principal bases and
  assumptions:
  
           "Basis of Preparation
  
           [The Commission Forecasts] have been prepared using
           accounting policies consistent with those used by Archer
           managed syndicates in preparing the annual reports of those
           syndicates.
  
                             The [Commission Forecasts] have not been audited
           or subjected to independent actuarial review.  They are
           intended to be indicative only and must not be regarded as
           final forecasts of the results of either of these accounts.
           In particular the forecasts only reflect the results
           expected to flow from the syndicates' pure underwriting year
           (i.e. the forecasts for the 1994 year of account do not take
           account of surpluses or deficiencies arising from the
           expected reinsurance to close of the 1993 year of account
           into the 1994 year of account and similarly the forecasts
           for the 1995 year of account do not take account of
           surpluses or deficiencies arising from the expected
           reinsurance to close of the 1994 year of account into the
           1995 year of account).
  
                             The [Commission Forecasts] are based upon
           information available as at 30 June, 1996 (i.e. at 30 months
           for 1994 and 18 months for 1995) and include projections for
           each syndicate to the anticipated closure after 36 months.
           They are stated after deduction of all standard personal
           expenses and after the Names' special levy.  The 1994 year
           of account of each syndicate is expected to be closed into
           the 1995 year of account at 31 December, 1996 and the 1995
           year of account is expected to be closed into the 1996 year
           of account at 31 December, 1997.  Therefore the final
           syndicate results will not be determined until 1997 and 1998
           respectively.
  
           The bases upon which the forecasts have been prepared are as
           follows:
  
  
                               -5-
  
  <PAGE>
  
           Underwriting results
  
                             The projected underwriting results have been
           calculated after assessing the syndicates latest past and
           incurred loss statistics including movements in respect of
           known major market losses where applicable.  Ultimate loss
           ratios have been derived and these have been applied to
           produce the overall forecast underwriting results.
  
           Syndicate expenses
  
                             Syndicate expenses are based on actual figures to
           30 June, 1996 together with estimated expenses for the
           remainder of the 1996 calendar year, in respect of the 1994
           year of account and estimated expenses for the remainder of
           the 1996 calendar year and the 1997 calendar year in respect
           of the 1995 year of account.
  
           Names expenses
  
                             Names expenses are based on standard expenses for
           Names together with forecast profit commission.  The Names'
           special levy and its effect on profit commission has been
           included.
  
           Principal Assumptions
  
           Underwriting results
  
           -        Net premium income development is based on historic
                    patterns and the effect of Inception Date Allocation
                    has been taken into consideration with respect to the
                    1995 Account.
  
                    -        There will be no significant movement in claims
                             developments which would cause projected ultimate 
                             loss ratios to be inappropriate.
  
           -        The impact of gross claims on the syndicates'
                    reinsurance programmes will result in the anticipated
                    reinsurance recovery rate.
  
           -        There will be no material reinsurance failure in excess
                    of bad and doubtful debt provisions.
  
           -        No unexpected adverse results will follow the
                    resolution of any pending litigation arising in the
                    normal course of business.
  
  
  
                               -6-
  
  
  <PAGE>
  
           -        The forecast results will be unaffected by improvements
                    or deteriorations in any reinsurance to close received
                    from earlier years.
  
           Investment returns
  
                             The estimated investment returns have been
           forecast in conjunction with the investment managers by
           reference to:
  
  
                             (a)      actual returns earned to June 30, 1996; and
  
                             (b)      estimated returns for the remaining period
                                      based on projected cash flows and yields.
  
           Syndicate expenses
  
           -        Syndicate expenses will not materially vary from
                    budgets.
  
           Names Expenses
  
           -        Other than those included in the forecasts, there will
                    be no further personal expenses borne by the 1994 and
                    1995 Names.
  
           Economic Factors
  
           -        foreign exchange rates where applicable will not be
                    materially different from those at 30 June 1996; i.e.,
                    US$1.55 and Can$2.12.
  
           -        interest and inflation rates will not materially change
                    from current levels."
  
                    There are a number of important factors that could
  cause the foregoing assumptions and bases to prove to be
  inaccurate or inappropriate.  Archer's results of operations and
  profit commissions are dependent on the operating results of the
  Names participating on the syndicates managed by Archer.  Because
  those Names conduct an insurance and reinsurance business, their
  results are subject to many of the same factors which affect the
  results of operations of insurance companies.  Among these
  factors are:  (i) uncertainties associated with the establishment
  of reserves for losses and loss adjustment expenses, which
  reserves are estimates based on facts known at the date of
  establishment and assumptions about future trends and experience;
  (ii) uncertainties associated with assumed recoveries of losses
  ceded to reinsurers, which recoveries are dependent on, among
  other things, the terms of reinsurance contracts, the types and
  
  
                               -7-
  
  
  <PAGE>
  
  amounts of losses experienced and the creditworthiness of
  reinsurers; and (iii) changes in the rate of return on invested
  assets, as a direct or indirect result of changes in market
  interest rates or of other factors.  As a result, undue reliance
  should not be placed on the forecasts.
  
                    Chartwell does not as a matter of course publicly
  disclose projections as to future revenues or earnings.
  Chartwell does not intend to provide updates or other revisions
  to the Archer forecasts to reflect circumstances existing or
  occurring after the date of their preparation.
  
                    The purchase price for the Archer Shares is expected to
  be funded from Chartwell's existing resources and from a new
  credit facility (the "Credit Facility") between Chartwell's
  direct subsidiary Chartwell Re Holdings Corporation ("Re
  Holdings") and First Union National Bank of North Carolina
  ("First Union"), as agent.  The Credit Facility provides for a
  term loan in two tranches of $30,000,000 principal amount and
  12,850,000 Pounds Sterling principal amount, respectively, and a $25,000,000
  principal amount revolving credit facility.  Re Holdings intends
  to use $20,000,000 of the term loan to repay all outstanding
  borrowings under a credit agreement between Re Holdings and Fleet
  National Bank of Connecticut ("Fleet"), which repayment is
  expected to occur prior to closing under the Archer Offer.  The
  remainder of the term loan will either be drawn down in cash by
  Re Holdings and contributed to Chartwell Holdings Limited for the
  purchase of Archer Shares or will be utilized in the form of bank
  guarantees of the obligations of Chartwell Holdings Limited under
  the Loan Notes.  The revolving credit facility, which will
  replace Re Holdings' current $10,000,000 revolver from Fleet
  (under which no borrowings are currently outstanding), may be
  used to provide additional Loan Note guarantees, to support
  underwriting at Lloyd's by Chartwell's subsidiaries or for other
  general corporate purposes.  All obligations of Re Holdings under
  the Credit Facility will be guaranteed by Chartwell.
  
  
                    Both the term loan and the revolver will bear interest
  at a rate selected by Re Holdings equal to either (1)the base
  rate (as defined below) or (2)LIBOR plus a margin (the
  "Margin").  The amount of the Margin will depend on the higher of
  Re Holdigs' senior debt rating by Standard & Poor's or Moody's.
  Based on Re Holdings' current senior debt rating, the Margin over
  LIBOR would be 0.75%, compared to the current rate under Re
  Holdings' credit agreement with Fleet of LIBOR plus 1.15%.  The
  base rate is the higher of (1) First Union's prime commercial
  lending rate or (2)the federal funds rate plus 0.5%.  Re
  Holdings will also pay (1)an unused commitment fee equal to
  0.25% on the aggregate unused portion of the revolver,
  (2)utilization fees for the issuance of letters of credit and
  
  
                               -8-
  
  
  <PAGE>
  
  Loan Note guarantees at a rate per annum of 0.375% (if secured)
  or the Margin (if unsecured) on the outstanding amount of
  potential credit exposure, and (3)certain other fees customary
  in connection with syndicated loans of this nature.  The term
  loan must be repaid by December 31, 2002.  The revolver has an
  initial maturity date of December 31, 2001, which may be extended
  to December 31, 2002 if all lenders consent and the request is
  made by October 13, 1998.  The credit agreement provides for
  customary events of defaults and covenants.
  
                    Closing under the Offer is currently expected to occur
  prior to year end.
  
  Item 7.  Financial Statements and Exhibits
  
  (c)  Exhibits
  99.1  Press release of Chartwell dated October 14, 1996.
  99.2  Press release of Chartwell dated October 14, 1996.
  
                                      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 HOLDINGS CORPORATION
  
  
  Dated:  October 18, 1996                    By:/s/ Richard E. Cole
                                                 -------------------
                                                 Richard E. Cole
                                                 Chairman and Chief 
                                                 Executive Officer  
  
                               -9-
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text: 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) October 14, 1996
                                                   ----------------
  
                         Chartwell Re Holdings Corporation
  --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
       Delaware                    0-28188                    06-1438493
  --------------------------------------------------------------------------------
  State or Other Jurisdiction    (Commission                (IRS Employer
  of Incorporation)              File Number)              Identification No.)
  
  4 Stamford Plaza,  P. O. Box 120043, Stamford, CT          06912-0043
  --------------------------------------------------------------------------------
  (Address of Principal Executive Offices)                   (Zip Code)
  
  Registrant's telephone number, including area code (203) 705-2500
                                                     --------------
  
  300 Atlantic Street, Suite 400, Stamford, CT  06901
  --------------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
  
                           Page 1 of __ pages.
  Item 5. - Other Events
  
                    On October 14, 1996, Chartwell Re Corporation
  ("Chartwell") and Archer Group Holdings plc ("Archer") (LSE:
  AAJ.L) made a joint announcement in London regarding a
  recommended cash offer by Chartwell (the "Offer") of 92.5 pence
  for each ordinary share of Archer in issue (each, an "Archer
  Share").  The Offer values the existing share capital of Archer
  at approximately 35 million Pounds Sterling.  The Offer will be
  made by Chartwell Holdings Limited (formerly Beechwood Holdings
  Limited), a newly-formed, indirect wholly-owned subsidiary of
  Chartwell, and will be financed from Chartwell's existing
  resources and a new credit facility (as described below).
  
                    The Offer includes a Loan Note alternative whereby
  Archer stockholders may elect to receive a 1 Pound Sterling Loan
  Note for each 1 Pound Sterling of cash consideration.  The Loan
  Notes, which will be guaranteed by First Union National Bank
  N.A., will pay interest semi-annually at the rate per annum
  calculated to be one percent below Sterling LIBOR and will mature
  in June 2002.  The maximum amount of Loan Notes to be issued will
  be limited to 26.3 million Pounds Sterling, which limit has been
  set, among other reasons, to ensure compliance of Chartwell
  Holdings Limited with U.K. minimum capitalization rules.
  
                    The Archer directors and others, including certain
  employees, have irrevocably undertaken to accept the Offer in
  respect of their entire holdings (and those of their immediate
  families) of Archer, representing an aggregate of 8,466,914
  shares, or 22.4% of Archer"s issued shares.  On October 11, 1996,
  Chartwell purchased or contracted to purchase 2,027,100 Archer
  Shares, representing 5.4% of Archer's issued and outstanding
  shares.  On October 14, 1996, Chartwell purchased an additional
  9,300,000 Archer Shares, representing an additional 24.6% of
  Archer's issued and outstanding shares.  As a result, Chartwell
  currently owns or has received undertakings to accept the Offer
  in respect of 52.3% of the issued Archer Shares.
  
                    To demonstrate their commitment to the business of
  Archer, the Archer directors and others, including certain
  employees, have irrevocably undertaken to apply a part of the
  consideration receivable by them under the Offer to support
  underwriting on Archer syndicates.
  
                    Further information about the Offer is included in the
  press releases distributed by Chartwell in the United States on
  October 14, 1996, copies of which are filed as exhibits to this
  current report on Form 8-K.
  
                               -2-
  The Offer is not being made, directly or indirectly, in
  or into the United States, Canada, France, New Zealand or
  Australia or by the use of the mails of, or by any means or
  instrumentality of interstate or foreign commerce of, or by any
  facility of a national securities exchange of, the United States,
  Canada, France, New Zealand or Australia.  The Loan Notes have
  not been and will not be registered under the U.S. Securities Act
  of 1933, as amended (the "Act"), or under any U.S. state
  securities law, the relevant clearances have not been and will
  not be obtained from the securities commission of any province of
  Canada and no prospectus has been or will be lodged with, or
  registered by, the Australian Securities Commission.  The Loan
  Notes may therefore not be offered, sold or delivered, directly
  or indirectly, in or into Canada, France, New Zealand or
  Australia or in or into the United States or to a U.S. person,
  unless such transaction has been registered under the Act or an
  exemption from the registration requirements of the Act is
  available.
  
                    Archer is publicly traded on the London Stock Exchange
  and is the parent company of Archer Managing Agents Limited.
  Archer is one of the largest managing agencies in the Lloyd's
  marketplace with approximately 4% of Lloyd's total underwriting
  capacity for the 1996 year of account.  The largest part of
  Archer's revenue is now derived from fee based income on capacity
  managed and commissions on syndicate profits.  Archer's managing
  agency manages a group of 11 Lloyd's syndicates (seven non-
  marine, one marine, one aviation, one motor and one life) with
  1996 capacity of approximately 420 million Pounds Sterling.
  Approximately 80% of Archer syndicates' premium volume is derived
  from non-U.S. sources.  Approximately 34.5% of the 1996 capacity
  is supplied by corporate capital.
  
                    For the year ended September 30, 1995, Archer reported
  profit on ordinary activities before taxation of 599,000 Pounds
  Sterling, compared to a loss on ordinary activities before
  taxation of 243,000 Pounds Sterling for the year ended September
  30, 1994.  Archer reported net profit (before dividends) for the
  year ended September 30, 1995 of 394,000 Pounds Sterling,
  compared to a loss of 342,000 Pounds Sterling for the year ended
  September 30, 1994.  For the six months ended March 31, 1996,
  Archer reported a loss on ordinary activities before taxation of
  437,000 Pounds Sterling, compared to a loss of 386,000 Pounds
  Sterling for the six months ended March 31, 1995.  Archer
  reported a net loss (before dividends) for the six months ended
  March 31, 1996 of 456,000 Pounds Sterling, compared to a loss of
  381,000 Pounds Sterling for the six months ended March 31, 1995.
  At March 31, 1996, Archer reported net assets of 1,904,000 Pounds
  Sterling, compared to net assets of 2,556,000 Pounds Sterling at
  September 30, 1995.
  
                               -3-
  All of the foregoing information represents information
  provided by Archer in the offer document relating to the Offer.
  All of Archer's financial information (and its financial
  forecasts, as discussed below) are prepared on the basis of
  generally accepted accounting principles in the United Kingdom
  ("U.K. GAAP").  Significant differences exist between U.K. GAAP
  and generally accepted accounting principles in the U.S. ("U.S.
  GAAP") which affect the comparability of U.K. GAAP and U.S. GAAP
  financial information.  In addition, information relating to
  Archer should be understood in the context of business
  arrangements and terminology in the Lloyd's market.
  
                    The press release filed as exhibit 99.1 to this Form
  8-K report describes certain financial forecasts announced by
  Archer.  These forecasts include a profit estimate for the year
  ended September 30, 1996 (the "1996 Profit Estimate") and a
  forecast of the profit commissions to be credited to Archer in
  respect of the 1994 and 1995 pure years of account (the
  "Commission Forecasts").  As noted by Archer, profit commissions
  represent only one component of Archer's net income or loss, and
  the Commission Forecasts do not necessarily indicate the amount
  of net income or loss to be recognized by Archer for 1997 or
  1998.  The foregoing forecasts, which Archer announced pursuant
  to U.K. best practice, were prepared by Archer and represent the
  view of the Archer directors only.  The forecasts are subject to
  a number of bases and assumptions, and actual results could
  differ materially if one or more of the bases or assumptions
  proves inappropriate or incorrect.  A description of these bases
  and assumptions follows.
  
  1996 Profit Estimate
  
                    As stated by Archer in the Offer document, the 1996
  Profit Estimate
  
                    "is made after taking account of the Archer
                    Group's entitlement to 6.8 million Pounds Sterling pursuant
                    to the triple profit release (being the
                    advance payment to the Archer Group of part
                    of the profit commission arising on the 1994
                    and 1995 underwriting years), its 8.5 
                    million Pounds Sterling contribution to the Lloyd's
                    settlement and the effect of the reinsurance
                    to close 1992 and prior years of account into
                    Equitas Reinsurance Limited.  The Group's
                    entitlement to triple profit release is
                    stated before profit related remuneration to
                    staff.  The profit estimate does not take
                    account of certain professional fees which
                    would become payable in the event the Offer
                    is successful. . . . [The] profit estimate is
  
                               -4-
  based upon the accounting policies normally
                    adopted by the Group as amended to include
                    the advance payment of profit commission on
                    the 1994 and 1995 underwriting years referred
                    to above, on the basis that this will be the
                    accounting policy adopted in the 1996
                    financial statements."
  
  Commission Forecasts
  
                    Archer stated in the Offer document that the Commission
  Forecasts have been prepared on the following principal bases and
  assumptions:
  
           "Basis of Preparation
  
           [The Commission Forecasts] have been prepared using
           accounting policies consistent with those used by Archer
           managed syndicates in preparing the annual reports of those
           syndicates.
  
                             The [Commission Forecasts] have not been audited
           or subjected to independent actuarial review.  They are
           intended to be indicative only and must not be regarded as
           final forecasts of the results of either of these accounts.
           In particular the forecasts only reflect the results
           expected to flow from the syndicates' pure underwriting year
           (i.e. the forecasts for the 1994 year of account do not take
           account of surpluses or deficiencies arising from the
           expected reinsurance to close of the 1993 year of account
           into the 1994 year of account and similarly the forecasts
           for the 1995 year of account do not take account of
           surpluses or deficiencies arising from the expected
           reinsurance to close of the 1994 year of account into the
           1995 year of account).
  
                             The [Commission Forecasts] are based upon
           information available as at 30 June, 1996 (i.e. at 30 months
           for 1994 and 18 months for 1995) and include projections for
           each syndicate to the anticipated closure after 36 months.
           They are stated after deduction of all standard personal
           expenses and after the Names' special levy.  The 1994 year
           of account of each syndicate is expected to be closed into
           the 1995 year of account at 31 December, 1996 and the 1995
           year of account is expected to be closed into the 1996 year
           of account at 31 December, 1997.  Therefore the final
           syndicate results will not be determined until 1997 and 1998
           respectively.
  
           The bases upon which the forecasts have been prepared are as
           follows:
  
                               -5-
  Underwriting results
  
                             The projected underwriting results have been
           calculated after assessing the syndicates latest past and
           incurred loss statistics including movements in respect of
           known major market losses where applicable.  Ultimate loss
           ratios have been derived and these have been applied to
           produce the overall forecast underwriting results.
  
           Syndicate expenses
  
                             Syndicate expenses are based on actual figures to
           30 June, 1996 together with estimated expenses for the
           remainder of the 1996 calendar year, in respect of the 1994
           year of account and estimated expenses for the remainder of
           the 1996 calendar year and the 1997 calendar year in respect
           of the 1995 year of account.
  
           Names expenses
  
                             Names expenses are based on standard expenses for
           Names together with forecast profit commission.  The Names'
           special levy and its effect on profit commission has been
           included.
  
           Principal Assumptions
  
           Underwriting results
  
           -        Net premium income development is based on historic
                    patterns and the effect of Inception Date Allocation
                    has been taken into consideration with respect to the
                    1995 Account.
  
                    -        There will be no significant movement in claims
                             developments which would cause projected ultimate 
                             loss ratios to be inappropriate.
  
           -        The impact of gross claims on the syndicates'
                    reinsurance programmes will result in the anticipated
                    reinsurance recovery rate.
  
           -        There will be no material reinsurance failure in excess
                    of bad and doubtful debt provisions.
  
           -        No unexpected adverse results will follow the
                    resolution of any pending litigation arising in the
                    normal course of business.
  
                               -6-
  -        The forecast results will be unaffected by improvements
                    or deteriorations in any reinsurance to close received
                    from earlier years.
  
           Investment returns
  
                             The estimated investment returns have been
           forecast in conjunction with the investment managers by
           reference to:
  
                             (a)      actual returns earned to June 30, 1996; and
  
                             (b)      estimated returns for the remaining period
                                      based on projected cash flows and yields.
  
           Syndicate expenses
  
           -        Syndicate expenses will not materially vary from
                    budgets.
  
           Names Expenses
  
           -        Other than those included in the forecasts, there will
                    be no further personal expenses borne by the 1994 and
                    1995 Names.
  
           Economic Factors
  
           -        foreign exchange rates where applicable will not be
                    materially different from those at 30 June 1996; i.e.,
                    US$1.55 and Can$2.12.
  
           -        interest and inflation rates will not materially change
                    from current levels."
  
                    There are a number of important factors that could
  cause the foregoing assumptions and bases to prove to be
  inaccurate or inappropriate.  Archer's results of operations and
  profit commissions are dependent on the operating results of the
  Names participating on the syndicates managed by Archer.  Because
  those Names conduct an insurance and reinsurance business, their
  results are subject to many of the same factors which affect the
  results of operations of insurance companies.  Among these
  factors are:  (i) uncertainties associated with the establishment
  of reserves for losses and loss adjustment expenses, which
  reserves are estimates based on facts known at the date of
  establishment and assumptions about future trends and experience;
  (ii) uncertainties associated with assumed recoveries of losses
  ceded to reinsurers, which recoveries are dependent on, among
  other things, the terms of reinsurance contracts, the types and
  
                               -7-
  amounts of losses experienced and the creditworthiness of
  reinsurers; and (iii) changes in the rate of return on invested
  assets, as a direct or indirect result of changes in market
  interest rates or of other factors.  As a result, undue reliance
  should not be placed on the forecasts.
  
                    Chartwell does not as a matter of course publicly
  disclose projections as to future revenues or earnings.
  Chartwell does not intend to provide updates or other revisions
  to the Archer forecasts to reflect circumstances existing or
  occurring after the date of their preparation.
  
                    The purchase price for the Archer Shares is expected to
  be funded from Chartwell's existing resources and from a new
  credit facility (the "Credit Facility") between Chartwell's
  direct subsidiary Chartwell Re Holdings Corporation ("Re
  Holdings") and First Union National Bank of North Carolina
  ("First Union"), as agent.  The Credit Facility provides for a
  term loan in two tranches of $30,000,000 principal amount and
  12,850,000 Pounds Sterling principal amount, respectively, and a $25,000,000
  principal amount revolving credit facility.  Re Holdings intends
  to use $20,000,000 of the term loan to repay all outstanding
  borrowings under a credit agreement between Re Holdings and Fleet
  National Bank of Connecticut ("Fleet"), which repayment is
  expected to occur prior to closing under the Archer Offer.  The
  remainder of the term loan will either be drawn down in cash by
  Re Holdings and contributed to Chartwell Holdings Limited for the
  purchase of Archer Shares or will be utilized in the form of bank
  guarantees of the obligations of Chartwell Holdings Limited under
  the Loan Notes.  The revolving credit facility, which will
  replace Re Holdings' current $10,000,000 revolver from Fleet
  (under which no borrowings are currently outstanding), may be
  used to provide additional Loan Note guarantees, to support
  underwriting at Lloyd's by Chartwell's subsidiaries or for other
  general corporate purposes.  All obligations of Re Holdings under
  the Credit Facility will be guaranteed by Chartwell.
  
                    Both the term loan and the revolver will bear interest
  at a rate selected by Re Holdings equal to either (1)the base
  rate (as defined below) or (2)LIBOR plus a margin (the
  "Margin").  The amount of the Margin will depend on the higher of
  Re Holdigs' senior debt rating by Standard & Poor's or Moody's.
  Based on Re Holdings' current senior debt rating, the Margin over
  LIBOR would be 0.75%, compared to the current rate under Re
  Holdings' credit agreement with Fleet of LIBOR plus 1.15%.  The
  base rate is the higher of (1) First Union's prime commercial
  lending rate or (2)the federal funds rate plus 0.5%.  Re
  Holdings will also pay (1)an unused commitment fee equal to
  0.25% on the aggregate unused portion of the revolver,
  (2)utilization fees for the issuance of letters of credit and
  
                               -8-
  Loan Note guarantees at a rate per annum of 0.375% (if secured)
  or the Margin (if unsecured) on the outstanding amount of
  potential credit exposure, and (3)certain other fees customary
  in connection with syndicated loans of this nature.  The term
  loan must be repaid by December 31, 2002.  The revolver has an
  initial maturity date of December 31, 2001, which may be extended
  to December 31, 2002 if all lenders consent and the request is
  made by October 13, 1998.  The credit agreement provides for
  customary events of defaults and covenants.
  
                    Closing under the Offer is currently expected to occur
  prior to year end.
  
  Item 7.  Financial Statements and Exhibits
  
  (c)  Exhibits
  99.1  Press release of Chartwell dated October 14, 1996.
  99.2  Press release of Chartwell dated October 14, 1996.
  
                                      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 HOLDINGS CORPORATION
  
  Dated:  October 18, 1996                    By:/s/ Richard E. Cole
                                                 -------------------
                                                 Richard E. Cole
                                                 Chairman and Chief 
                                                 Executive Officer  
  
                               -9-