SC 13E3/A

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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                              SCHEDULE 13E-3/A
                             (AMENDMENT NO. 3)

                      RULE 13E-3 TRANSACTION STATEMENT
                     (PURSUANT TO SECTION 13(e) OF THE
                      SECURITIES EXCHANGE ACT OF 1934)

                           SCOR U.S. Corporation
                            (Name of the Issuer)

                           SCOR U.S. Corporation
                        SCOR Merger Sub Corporation
                                 SCOR S.A.
                    (Name of Person(s) Filing Statement)

                  COMMON STOCK, PAR VALUE $0.30 PER SHARE
                       (Title of Class of Securities)

                                78 4027 10 4
                   (CUSIP Number of Class of Securities)

                            John T. Andrews, Jr.
                               Vice President
                       General Counsel and Secretary
                           SCOR U.S. Corporation
                           Two World Trade Center
                       New York, New York 10048-0178
                               (212) 390-5200

        (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)


                                  Copy to:
                           Allan M. Chapin, Esq.
                            Sullivan & Cromwell
                              250 Park Avenue
                          New York, New York 10177
                               (212) 558-4000
                              November 9, 1995
                    (Date Tender Offer First Published,
                     Sent or Given to Security Holders)


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      This Amendment No. 3 amends and supplements the Rule 13e-3
Transaction Statement on Schedule 13E-3, dated November 9, 1995, as amended
by Amendment No. 1 thereto dated December 6, 1995 and Amendment No. 2
thereto dated December 7, 1995 (as so amended, the "Schedule 13E-3"), filed
by SCOR Merger Sub Corporation, a Delaware corporation (the "Purchaser")
and a wholly owned subsidiary of SCOR S.A., a societe anonyme organized
under the laws of The French Republic ("Parent"), Parent and SCOR U.S.
Corporation, a Delaware corporation (the "Company"), pursuant to Section
13(e) of the Securities and Exchange Act of 1934, as amended, and Rule 13e-
3 thereunder in connection with the tender offer by the Purchaser to
purchase all of the outstanding shares of Common Stock, par value $0.30 per
share (the "Shares"), of the Company not already directly or indirectly
owned by Parent, at a price of $15.25 per Share net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated November 9, 1995 (the "Offer to
Purchase") and in the related Letter of Transmittal (the "Letter of
Transmittal", together with the Offer to Purchase, the "Offer").  This
amendment is being filed by the Purchaser, Parent and the Company. 
Capitalized terms used and not defined herein shall have the meanings set
forth in the Tender Offer Statement on Schedule 14D-1 under the Exchange
Act filed by the Purchaser and Parent with the Securities and Exchange
Commission on November 9, 1995, as amended by Amendment No. 1 thereto dated
December 6, 1995 and Amendment No. 2 thereto dated December 7, 1995 (as so
amended, the "Schedule 14D-1"), and the Offer to Purchase filed as Exhibit
(a)(1) thereto. By this amendment the Schedule 13E-3 is hereby amended in
the respects set forth below. 

      This Amendment No. 3 to Schedule 13E-3 also constitutes the final
amendment to the Schedule 13E-3 pursuant to Rule 13e-3(d)(3) under the
Exchange Act.

Item 1.     Issuer and Class of Security Subject to the Transaction.

      Item 1(b) is hereby supplemented and amended by adding the following
information thereto:

      (b)   The answer to Item 1(b) of the Schedule 14D-1, as amended by
Amendment No. 3 thereto, dated December 18, 1995 (the "Schedule 14D-1
Amendment"), is incorporated herein by reference.  

Item 5.     Plans or Proposals of the Issuer or Affiliate.

      Item 5 is hereby supplemented and amended by adding the following
information thereto:

      (a)  The answer to Item 5(a) of the Schedule 14D-1, as amended by the
Schedule 14D-1 Amendment, is incorporated herein by reference.

Item 10.    Interest in Securities of the Issuer.

      Item 10 is hereby supplemented and amended by adding the following
information thereto:

      (a)-(b)       The answer to Item 6 of the Schedule 14D-1, as amended
by the Schedule 14D-1 Amendment, is incorporated herein by reference.

Item 16.    Additional Information.

      Item 16 is hereby supplemented and amended by adding the following
information thereto:


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      The answer to Item 10(j) of the Schedule 14D-1, as amended by the
Schedule 14D-1 Amendment, is incorporated herein by reference.

Item 17.    Material to be Filed as Exhibits.

      Item 17 is hereby supplemented and amended by adding the following
information thereto:

      (d)(10)           Press Release issued by Parent, dated December 13,
                        1995.


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                                 SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement are true, complete
and correct.

Dated:  December 14, 1995


                        SCOR S.A.


                        By:  /s/ Jacques Blondeau                           
                 
                        Name:   Jacques Blondeau
                        Title:  Chairman and Chief Executive Officer



                        SCOR Merger Sub Corporation


                        By:  /s/ Jacques Blondeau                           
                
                        Name:   Jacques Blondeau
                        Title:  President



                        SCOR U.S. Corporation


                        By:  /s/ Maxine H. Verne
                
                        Name:   Maxine H. Verne
                        Title:  Vice President & Associate General Counsel



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                               EXHIBIT INDEX



Exhibit Number                 Exhibit Name                     Page Number

(d)(10)              Press release issued by Parent, dated
                     December 13, 1995.

EX-99.(D)(10)

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                                                            Exhibit (d)(10)



                                   SCOR 

                               PRESS RELEASE



Contact:  Jean Alisse
          General Counsel
          SCOR S.A.
          (33-1) 46-98-73-63

                           FOR IMMEDIATE RELEASE


       SCOR S.A. ANNOUNCES SUCCESSFUL COMPLETION OF TENDER OFFER FOR
                   COMMON STOCK OF SCOR U.S. CORPORATION

            December 13, 1995. Paris, France.  SCOR S.A. today announced
the successful completion of the tender offer (the "Offer") by SCOR Merger
Sub Corporation, a Delaware corporation wholly owned by SCOR S.A., to
purchase all of the outstanding shares of Common Stock of SCOR U.S.
Corporation (NYSE:SUR), a Delaware corporation ("SCOR U.S."), not
beneficially owned directly or indirectly by SCOR S.A. As of 12:00
midnight, New York City time, on Tuesday, December 12, 1995, the deadline
for tendering shares, an aggregate of 3,473,473 shares of Common Stock of
SCOR U.S. were validly tendered, of which an aggregate of 6,766 shares had
been tendered pursuant to notice of guaranteed delivery procedures. The
tendered shares, together with the SCOR U.S. shares owned directly or
indirectly by SCOR S.A., represent approximately 99.18% of the total
outstanding shares of Common Stock of SCOR U.S. Accordingly, the minimum
tender condition, which required that the tendered shares, together with
the SCOR U.S. shares owned directly or indirectly by SCOR S.A., constitute
at least 90% of the outstanding shares of SCOR U.S. as of the date of
acceptance of the shares pursuant to the Offer, has been satisfied.  

            SCOR S.A. also announced that as of 12:00 midnight, New York
City time, on Tuesday, December 12, 1995, the Offer expired and was
terminated and that the tendered shares will be accepted by it for payment
of $15.25 per share, net to the seller in cash, without interest

                                  --More--


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thereon. Following acceptance of the tendered shares, approximately 150,000
of the outstanding shares will be owned by persons other than SCOR S.A. and
SCOR Merger Sub Corporation.  

            SCOR S.A. will now cause a short-form merger of SCOR Merger Sub
Corporation with and into SCOR U.S. Corporation to be effected without a
vote of the stockholders of SCOR U.S. pursuant to the short-form merger
provisions of the Delaware General Corporation Law. Pursuant to that short-
form merger, shares not purchased in the Offer will be converted into the
right to receive $15.25 in cash, without interest thereon. It is currently
anticipated that such short-form merger will occur on or about December 21,
1995.

            SCOR S.A., a French company, operates principally as a
reinsurance company. Together with its subsidiaries, it ranks as the
largest professional reinsurer in France and among the largest in the
world.

            SCOR U.S., a holding company, provides property and casualty
insurance and reinsurance in the treaty and facultative market through its
operating subsidiaries.  All of SCOR U.S.'s operating insurance and
reinsurance subsidiaries are rated "A" (excellent) by A.M. Best Company.

                                  --End--