8-K

                       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) May 26, 1999

                                  NAC Re Corp.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                      0-13891                   13-3297840
(State or Other Jurisdiction    (Commission File Number)      (I.r.s. Employer
      of Incorporation)                                      Identification No.)

              One Greenwich Plaza, CT                             06836-2568
      (Address of Principal Executive Offices)                    (Zip Code)

        Registrant's telephone number, including area code (203) 622-5200

                                 Not Applicable
          (Former Name or Former Address, If Changed Since Last Report)



Item 5.    Other Events.

                  The registrant's press release, dated May 26, 1999, announcing
the adoption of the Agreement and Plan of Merger, dated as of February 15, 1999,
as amended,  by the registrant's  stockholders is filed herewith as Exhibit 99.1
and is incorporated herein by reference.

Item 7.    Financial Statements and Exhibits.

           (c) The following exhibits are filed with this report:

Exhibit Number                           Description
- --------------                           -----------

     99.1            Press Release of the registrant, dated May 26, 1999.






                                   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.

                                  NAC RE CORP.


                                  By: /s/ RICHARD H. MILLER
                                      ------------------------------------------
                                      Name:  Richard H. Miller
                                      Title: Chief Financial Officer & Treasurer

Dated:  May 27, 1999





                                  EXHIBIT INDEX


Exhibit Number                           Description
- --------------                           -----------

     99.1            Press Release of the registrant, dated May 26, 1999.

EX-99.1

                                  EXHIBIT 99.1
                                  ------------

                                  NAC RE CORP.
                               One Greenwich Plaza
                                  P.O. Box 2568
                            Greenwich, CT 06836-2568
                              Phone: (203) 622-5200
                               Fax: (203) 622-5511

NEWS RELEASE



Contact:          Richard H. Miller
                  CFO & Treasurer
                  NAC Re Corp.
                  (203) 622-5535

              NAC RE CORP. STOCKHOLDERS ADOPT MERGER AGREEMENT AND
                       APPROVE MERGER WITH XL CAPITAL LTD

GREENWICH,  CT, May 26, 1999 - NAC Re Corp.  (NYSE:NRC)("NAC Re") announces that
at today's special meeting,  its stockholders  adopted the Agreement and Plan of
Merger,  dated as of February  15, 1999,  as amended  (the "Merger  Agreement"),
pursuant to which NAC Re will merge with a wholly-owned subsidiary of XL Capital
Ltd  (NYSE:XL)("XL").  The merger was previously announced on February 16, 1999.
The merger  remains  subject to the closing  conditions  set forth in the Merger
Agreement.

Under  the  terms of the  merger  approved  today,  stockholders  of NAC Re will
receive 0.915 of an XL share for each NAC Re share owned in a tax-free  exchange
of shares  that will be  accounted  for as a pooling  of  interests  under  U.S.
generally accepted accounting principles.

Of the votes  cast,  over 99.5%  percent  voted in favor of the  adoption of the
Merger Agreement.

The merger is currently expected to be completed in June, 1999.

NAC Re Corp. is the parent company of NAC Reinsurance  Corporation,  an A+ rated
U.S.  reinsurer which is licensed in all fifty states,  the District of Columbia
and all provinces of Canada.

XL Capital Ltd,  through its wholly-owned  subsidiaries,  including XL Insurance
Ltd., XL Mid Ocean  Reinsurance  Ltd.,  The  Brockbank  Group plc and XL Capital
Products Ltd., is a leading provider of insurance and reinsurance  coverages and
financial products worldwide.

Additional  information on both NAC Re and XL is available from their respective
web sites, "www.nacre.com" and "www.xl.bm."

Safe Harbor for Forward-Looking Statements
- ------------------------------------------

Certain  statements made in NAC Re's  presentation that are not based on current
or historical fact are forward-looking in nature including,  without limitation,
statements  containing words "believes,"  "anticipates,"  "intends,"  "expects,"
"estimates,"  "predicts,"  and words of  similar  import.  Such  forward-looking
statements  involve known and unknown  risks,  assumptions,  uncertainties,  and
other factors that may cause actual results, performance, or achievements of NAC
Re or the industry to differ materially from any future results, performance, or
achievements expressed or implied by such forward-looking statements.

NAC Re has  identified  certain risk  factors  which could cause actual plans or
results to differ  substantially  from  those  included  in any  forward-looking
statements. These risk factors are discussed in NAC Re's Securities and Exchange
Commission  filings  including,  but not limited to, its most recent Forms 10-K,
10-Q,  and 8-K,  and all such  discussions  regarding  risk  factors  are hereby
incorporated  by reference into this  presentation.  Copies of these filings are
available from NAC Re or directly from the SEC.