8-K/A

      As filed with the Securities and Exchange Commission on June 25, 2001


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A
                                (Amendment No. 1)

                                 CURRENT REPORT


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


       Date of Report (Date of earliest event reported): February 6, 2001


                            W. R. BERKLEY CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


   Delaware                         0-7849                       22-1867895
- ---------------                ----------------              -------------------
(State or other                (Commission File                (IRS Employer
jurisdiction of                     Number)                  Identification No.)
incorporation)


          165 Mason Street, P.O. Box 2518, Greenwich, CT     06836-2518
          ----------------------------------------------     ----------
             (Address of principal executive offices)        (Zip Code)


       Registrant's telephone number, including area code: (203) 629-3000
                                                           --------------


                                 Not Applicable
          (Former name or former address, if changed since last report)






     This Amendment No. 1 to the Form 8-K dated February 6, 2001 of W. R.
Berkley Corporation is being filed to amend and restate Exhibit 99.2 to such
Form 8-K as initially filed. Such exhibit, which as revised is attached hereto
and is incorporated in this Form 8-K by reference, describes certain risk
factors that may affect W. R. Berkley Corporation's business, results of
operations, prospects and financial condition.

Item 7. Financial Statements and Exhibits

     (a) Financial statements of businesses acquired:

          None.

     (b) Pro forma financial information:

          None.

     (c) Exhibits:

          99.1   Edited Transcript of Conference Call held on February 6, 2001
                 (previously filed)

          99.2   Risk Factors






                                   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.


                                        W. R. BERKLEY CORPORATION

                                        By: /s/ Eugene  G. Ballard
                                            ------------------------------
                                            Name:  Eugene G. Ballard
                                            Title: Senior Vice President,
                                                   Chief Financial Officer
                                                   and Treasurer

Date: June 25, 2001






                                  EXHIBIT INDEX


Exhibit:
- --------

99.1           Edited Transcript of Conference Call held on February 6, 2001
               (previously filed)

99.2           Risk Factors

EX-99.2

                                                                    EXHIBIT 99.2


     Our filings with the Securities and Exchange Commission and our other
statements may contain or incorporate by reference certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Some of these forward-looking statements can be identified by the use of
forward-looking words such as "believes", "expects", "potential", "continued",
"may", "will" , "should", "seeks", "approximately", "predicts", "intends",
"plans", "estimates", "anticipates" or the negative version of those words or
other comparable words. Any forward-looking statements contained or incorporated
by reference in such filings or statements, including statements related to our
performance for the year 2001 and beyond, are based upon our historical
performance and on current plans, estimates and expectations. Such
forward-looking statements are subject to various risks and uncertainties,
including but not limited to those described below. These risks could cause our
actual results for the year 2001 and beyond to differ materially from those
expressed in any forward-looking statement we make. Forward-looking statements
speak only as of the date on which they are made.


                                  RISK FACTORS

     Our business faces significant risks. The risks described below may not be
the only risks we face. Additional risks that we do not yet know of or that we
currently think are immaterial may also impair our business operations. If any
of the events or circumstances described as risks below actually occurs, our
business, results of operations or financial condition could be negatively
affected in the manner described below.

Our results may fluctuate as a result of many factors, including cyclical
changes in the insurance and reinsurance industry.

     The results of companies in the property casualty insurance industry
historically have been subject to significant fluctuations and uncertainties.
The industry's profitability can be affected significantly by:

     o    rising levels of actual costs that are not known by companies at the
          time they price their products;

     o    volatile and unpredictable developments (including weather-related and
          other natural catastrophes);

     o    changes in reserves resulting from the general claims and legal
          environments as different types of claims arise and judicial
          interpretations relating to the scope of insurers' liability develop;

     o    fluctuations in interest rates, inflationary pressures and other
          changes in the investment environment, which affect returns on
          invested capital and may impact the ultimate payout of loss amounts;
          and

     o    the long-tail and volatile nature of the reinsurance business, which
          may impact our operating results and limit opportunities for adequate
          returns.






     The demand for property casualty insurance can also vary significantly,
rising as the overall level of economic activity increases and falling as such
activity decreases. The property casualty insurance industry historically has a
cyclical nature. Recently, the property casualty insurance industry and
especially the commercial lines business have been very competitive. These
fluctuations in demand and competition could produce underwriting results that
would have a negative impact on our results of operations and financial
condition.

     For example, in 1999 we experienced deteriorated operating results due to
an increase in loss reserves and, as a result of competition, inadequate rates.
In 2000, we benefited from improved market conditions, including higher prices
and better terms and conditions, as well as higher investment income. As has
happened in the past, these improved market conditions may not persist.

We face significant competitive pressures in our businesses, which may reduce
premium rates and prevent us from pricing our products at attractive rates.

     We compete with a large number of other companies in our selected lines of
business. We compete, and will continue to compete, with major U.S. and non-U.S.
insurers and reinsurers, other regional companies, as well as mutual companies,
specialty insurance companies, underwriting agencies and diversified financial
services companies. Some of our competitors, particularly in the reinsurance
business, have greater financial and marketing resources than we do. These
competitors within the reinsurance segment include Employers Reinsurance,
Berkshire Hathaway and American Reinsurance, which collectively comprise a
majority of the property casualty reinsurance market.

     A number of new, proposed or potential legislative or industry developments
could further increase competition in our industry. These developments include:

     o    the enactment of the Gramm-Leach-Bliley Act of 1999, which could
          result in increased competition from new entrants to our markets;

     o    the implementation of commercial lines deregulation in several states,
          which could increase competition from standard carriers for our excess
          and surplus lines of insurance business;

     o    programs in which state-sponsored entities provide property insurance
          in catastrophe-prone areas or other alternative markets types of
          coverage; and

     o    changing practices caused by the Internet, which have led to greater
          competition in the insurance business.

     New competition from these developments could cause the supply and/or
demand for insurance or reinsurance to change, which could affect our ability to
price our products at attractive rates and thereby adversely affect our
underwriting results.

     In addition to competition in the operation of our businesses, we face
competition from a variety of sources in attracting and retaining qualified
employees. If the quality of our personnel


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decreases, we may be unable to maintain our current competitive position in the
markets in which we operate, and be unable to expand our operations into new
markets.

Our actual claims losses may exceed our reserves for claims, which may require
us to establish additional reserves.

     We maintain loss reserves to cover our estimated liability for unpaid
losses and loss adjustment expenses, including legal and other fees as well as a
portion of our general expenses, for reported and unreported claims incurred as
of the end of each accounting period. Reserves do not represent an exact
calculation of liability. Rather, reserves represent an estimate of what we
expect the ultimate settlement and administration of claims will cost. These
estimates, which generally involve actuarial projections, are based on our
assessment of facts and circumstances then known, as well as estimates of future
trends in claims severity, frequency, judicial theories of liability and other
factors. In some cases, long-tail lines of business such as excess workers'
compensation and the workers' compensation portion of our reinsurance business
are reserved on a discounted basis. The variables described above are affected
by both internal and external events, such as changes in claims handling
procedures, inflation, judicial and litigation trends and legislative changes.
The risk of the occurrence of such events is especially present in our specialty
lines and reinsurance businesses. Many of these items are not directly
quantifiable in advance. In some areas of our business, the level of reserves we
establish is dependent in part upon the actions of third parties that are beyond
our control. In our reinsurance and excess workers' compensation businesses, we
may not establish sufficient reserves if third parties do not give us advance
notice or provide us with appropriate information regarding certain matters.
Additionally, there may be a significant delay between the occurrence of the
insured event and the time it is reported to us.

     The inherent uncertainties of estimating reserves are greater for certain
types of liabilities, where the various considerations affecting these types of
claims are subject to change and long periods of time may elapse before a
definitive determination of liability is made. Reserve estimates are continually
refined in an ongoing process as experience develops and further claims are
reported and settled. Adjustments to reserves are reflected in the results of
the periods in which such estimates are changed. Because setting reserves is
inherently uncertain, our current reserves may prove inadequate in light of
subsequent events. Should we need to increase our reserves, our net income for
the period will decrease by a corresponding amount.

We anticipate increasing our level of retention in our business, which could
cause our earnings to be more volatile.

     We anticipate increasing our retention levels in 2001 for our operations
generally due to changes in market conditions and the pricing environment. We
expect to purchase less reinsurance, the process by which we transfer, or cede,
part of the risk we have assumed to a reinsurance company, thereby retaining
more risk. As a result, our earnings could be more volatile and increased
severities could have a material adverse effect on our results of operations and
financial condition. A significant change in our retention levels could also
cause our historical financial results, including compound annual growth rates,
to be inaccurate indicators of our future performance on a segment or
consolidated basis.


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As a property casualty insurer, we face losses from catastrophes.

     Property casualty insurers are subject to claims arising out of
catastrophes that may have a significant effect on their results of operations,
liquidity and financial condition. Catastrophe losses have had a significant
impact on our results. Catastrophes can be caused by various events, including
hurricanes, windstorms, earthquakes, hailstorms, explosions, severe winter
weather and fires. The incidence and severity of catastrophes are inherently
unpredictable. For example, during the five years ended December 31, 2000, our
annual weather-related losses ranged from $28 million to $60 million. The extent
of losses from a catastrophe is a function of both the total amount of insured
exposure in the area affected by the event and the severity of the event. Most
catastrophes are restricted to small geographic areas; however, hurricanes and
earthquakes may produce significant damage in large, heavily populated areas.
Catastrophes can cause losses in a variety of our property casualty lines, and
most of our past catastrophe-related claims have resulted from severe storms.
Seasonal weather variations may affect the severity and frequency of our losses.
Insurance companies are not permitted to reserve for a catastrophe until it has
occurred. It is therefore possible that a catastrophic event or multiple
catastrophic events could produce unforeseen losses and have a material adverse
effect on our results of operations and financial condition.

We are subject to extensive governmental regulation, which increases our costs
and could restrict the conduct of our business.

     We are subject to extensive governmental regulation and supervision. Most
insurance regulations are designed to protect the interests of policyholders
rather than stockholders and other investors. This system of regulation,
generally administered by a department of insurance in each state in which we do
business, relates to, among other things:

     o    standards of solvency, including risk-based capital measurements;

     o    restrictions on the nature, quality and concentration of investments;

     o    requiring certain methods of accounting;

     o    requiring reserves for unearned premium, losses and other purposes;
          and

     o    potential assessments for the provision of funds necessary for the
          settlement of covered claims under certain policies provided by
          impaired, insolvent or failed insurance companies.

     State insurance departments conduct periodic examinations of the affairs of
insurance companies and require the filing of annual and other reports relating
to the financial condition of insurance companies, holding company issues and
other matters. Recently adopted federal financial services modernization
legislation is expected to lead to additional federal regulation of the
insurance industry in the coming years. Also, foreign governments regulate our
international operations.

     We may be unable to maintain all required licenses and approvals and our
business may not fully comply with the wide variety of applicable laws and
regulations or the relevant


                                      -4-




authority's interpretation of the laws and regulations. Also, some regulatory
authorities have relatively broad discretion to grant, renew or revoke licenses
and approvals. If we do not have the requisite licenses and approvals or do not
comply with applicable regulatory requirements, the insurance regulatory
authorities could preclude or temporarily suspend us from carrying on some or
all of our activities or monetarily penalize us. Also, changes in the level of
regulation of the insurance industry, whether federal, state or foreign, or
changes in laws or regulations themselves or interpretations by regulatory
authorities, restrict the conduct of our business.

We are rated by A.M. Best and Standard & Poor's, and a decline in these ratings
could erode our standing in the insurance industry and cause our sales and
earnings to decrease.

     Ratings have become an increasingly important factor in establishing the
competitive position of insurance companies. Our insurance company subsidiaries
are rated by A.M. Best and certain of our insurance company subsidiaries are
rated for their claims-paying ability by Standard & Poor's Corporation, or
Standard & Poor's. A.M. Best and Standard & Poor's ratings reflect their
opinions of an insurance company's financial strength, operating performance,
strategic position and ability to meet its obligations to policyholders, are not
evaluations directed to investors and are not recommendations to buy, sell or
hold our securities. Our ratings are subject to periodic review by A.M. Best and
Standard & Poor's, and we cannot assure you that we will be able to retain those
ratings. The Standard & Poor's 2001 outlook for the U.S. property casualty
insurance industry and the Standard & Poor's mid-year 2000 outlook for the U.S.
reinsurance industry were negative. Since March 2000, Standard & Poor's has
given us a negative rating outlook. While Standard & Poor's affirmed our rating
of "A+" in January 2001, as long as we remain on negative rating outlook, a
downgrade in our rating is possible. If our ratings are reduced from their
current levels by A.M. Best and/or Standard & Poor's, our competitive position
in the insurance industry could suffer and it would be more difficult for us to
market our products. A significant downgrade could result in a substantial loss
of business as policyholders move to other companies with higher claims-paying
and financial strength ratings.

A significant amount of our assets is invested in fixed income securities and is
subject to market fluctuations.

     Our investment portfolio consists substantially of fixed income securities.
The fair market value of these assets and the investment income from these
assets fluctuate depending on general economic and market conditions. With
respect to our investments in fixed income securities, the fair market value of
these investments generally increases or decreases in an inverse relationship
with fluctuations in interest rates, while net investment income realized by us
from future investments in fixed income securities will generally increase or
decrease with interest rates. In addition, actual net investment income and/or
cash flows from investments that carry prepayment risk, such as mortgage-backed
and other asset-backed securities, may differ from those anticipated at the time
of investment as a result of interest rate fluctuations. Because substantially
all of our fixed income securities are classified as available for sale, changes
in the market value of our securities are reflected in our balance sheet.
Similar treatment is not available for liabilities. Therefore, interest rate
fluctuations affect the value of our investments and could adversely affect our
results of operations and financial condition.


                                      -5-




We invest some of our assets in merger arbitrage, which is subject to certain
risks.

     We invest a portion of our investment portfolio in merger arbitrage. As of
December 31, 2000, our investment in merger arbitrage securities represented
approximately 14% of our total investment portfolio. Merger arbitrage is the
business of investing in the securities of publicly held companies which are the
targets in announced tender offers and mergers. Merger arbitrage differs from
other types of investments in its focus on transactions and events believed
likely to bring about a change in value over a relatively short time period,
usually four months or less. While our merger arbitrage positions are generally
hedged against market declines, these equity investments are exposed primarily
to the risk associated with the completion of announced deals, which are subject
to regulatory as well as political and other risks.

If market conditions cause reinsurance to be more costly or unavailable, we may
be required to bear increased risks or reduce the level of our underwriting
commitments.

     We purchase reinsurance for significant amounts of risk underwritten by our
insurance company subsidiaries, especially catastrophe risks. We also purchase
reinsurance on risks underwritten by others which we reinsure. Market conditions
beyond our control determine the availability and cost of the reinsurance
protection we purchase, which may affect the level of our business and
profitability. Our reinsurance facilities are generally subject to annual
renewal. We may be unable to maintain our current reinsurance facilities or to
obtain other reinsurance facilities in adequate amounts and at favorable rates.
If we are unable to renew our expiring facilities or to obtain new reinsurance
facilities, either our net exposures would increase or, if we are unwilling to
bear an increase in net exposures, we would have to reduce the level of our
underwriting commitments, especially catastrophe exposed risks.

We are an insurance holding company and, therefore, may not be able to receive
dividends in needed amounts.

     Our principal assets are the shares of capital stock of our insurance
company subsidiaries. We have to rely on dividends from our insurance company
subsidiaries to meet our obligations for paying principal and interest on
outstanding debt obligations and for paying dividends to stockholders and
corporate expenses. The payment of dividends by our insurance company
subsidiaries is subject to regulatory restrictions and will depend on the
surplus and future earnings of these subsidiaries, as well as the regulatory
restrictions. As a result, we may not be able to receive dividends from these
subsidiaries at times and in amounts necessary to meet our obligations or pay
dividends.

We may not find suitable acquisition candidates and even if we do, we may not
successfully integrate any such acquired companies.

     As part of our present strategy, we continue to evaluate possible
acquisition transactions on an ongoing basis, and at any given time, we may be
engaged in discussions with respect to possible acquisitions. We cannot assure
you that we will be able to identify suitable acquisition transactions, that
such transactions will be financed and completed on acceptable terms or that our
future acquisitions will be successful. The process of integrating any companies
we do acquire may have a material adverse effect on our results of operations
and financial condition.


                                      -6-




We cannot guarantee that our reinsurers will pay in a timely fashion, if at all,
and, as a result, we could experience losses.

     We purchase reinsurance by transferring part of the risk that we have
assumed, known as ceding, to a reinsurance company in exchange for part of the
premium we receive in connection with the risk. Although reinsurance makes the
reinsurer liable to us to the extent the risk is transferred or ceded to the
reinsurer, it does not relieve us, the reinsured, of our liability to our
policyholders or, in cases where we are a reinsurer, to our reinsureds. Our
reinsurers may not pay the reinsurance recoverables that they owe to us or they
may not pay such recoverables on a timely basis. Accordingly, we bear credit
risk with respect to our reinsurers, and if our reinsurers fail to pay us, our
financial results would be adversely affected.

Our international operations expose us to currency risks and operational
hazards.

     Certain assets held by our foreign subsidiaries are subject to foreign
currency risk. Our principal area of exposure relates to fluctuations in
exchange rates between each of the Argentinean and Philippine peso and the U.S.
dollar. Consequently, a change in the exchange rate between the U.S. dollar and
either the Argentinean or Philippine peso could have a material adverse effect
on our financial results from our international operations. Our international
operations are further subject to political and economic risks in these
countries.


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