8-A12B

                                FORM 8-A


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         ------------------------------

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                     PURSUANT TO SECTION 12(b) OR (g) OF THE

                         SECURITIES EXCHANGE ACT OF 1934



                            CHARTWELL RE CORPORATION
     ----------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Delaware                                  41-1652573
- ---------------------------------------     ------------------------------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

Four Stamford Plaza, 107 Elm Street,
Stamford, CT                                           06912-0043
- -----------------------------------------         ----------------------------
(Address of principal executive offices)                (Zip Code)


  Securities to be registered pursuant to Section 12(b) of the Act:

       Title of each class                       Name of each exchange on which
       to be so registered                       each class is to be registered
     ------------------------                   --------------------------------
   Preferred Stock Purchase Right,                   New York Stock Exchange
   $0.001 par value

If this Form relates to the  registration  of a class of debt  securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]

If this Form relates to the registration of a class of debt securities and is to
become  effective   simultaneously   with  the  effectiveness  of  a  concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to General
Instruction A.(c)(2), please check the following box. [ ]

Securities to be registered pursuant to Section 12(g) of the Act:    None



                               Page 1 of 6 pages.








Item 1.   Description of Registrant's Securities to be Registered

         Junior Participating Cumulative Preferred Stock, $1.00 par value

         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 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

                                      -2-






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
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.  Redemption  and
Exchange of Rights

          At  any  time  prior  to the  acquisition  by a  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 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
 
                                      -3-






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.

         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).

         This summary  description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which has
been filed with the  Securities  and  Exchange  Commission  as an Exhibit to the
Registration  Statement  on Form 8-K dated  June 6,  1997.  A copy of the Rights
Agreement is available free of charge from the Company.

Item 2.  Exhibits

4.1   Rights  Agreement,  dated as of May 22,  1997,  between the Company and
      Fleet National Bank of Connecticut  (incorporated  by reference to Exhibit
      4.1 to the Company's Registration  Statement on Form  8-K  filed with the
      Securities and Exchange Commission on June 6, 1997).


99.1  Press release of Chartwell dated May 22, 1997.

                                      -4-









                                    SIGNATURE


                  Pursuant to the  requirements  of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.

                                                   CHARTWELL RE CORPORATION




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


Dated June 6, 1997

                                      -5-










                                  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  (incorporated by reference to
          Exhibit 4.1 to the Company's Registration Statement on Form 8-K filed
          with the Securities and Exchange Commission on June 6, 1997).

99.1      Press release of Chartwell dated May 22, 1997.


                                      -6-

EX-99

For Immediate Release
Thursday,  May 22, 1997



                     CHARTWELL RE CORPORATION BOARD APPROVES
                             SHAREHOLDER RIGHTS PLAN

Stamford,  Connecticut  - May 22, 1997 -- Chartwell Re  Corporation  (NYSE:CWL),
announced  today that its Board of Directors  has adopted a  Shareholder  Rights
Plan  designed  to  protect   stockholders   against  certain  hostile  takeover
activities.  Under the Plan,  the  Company  will  distribute  a dividend  of one
Preferred  Share  Purchase  Right for each  outstanding  share of Chartwell Re's
common  stock.  A  summary  of the  Shareholder  Rights  Plan  will be mailed to
stockholders shortly.

Richard E. Cole,  Chartwell's  Chairman and Chief Executive Officer,  said, "The
Rights are intended to ensure that all of Chartwell's  stockholders receive fair
and equal treatment in the event of any proposed takeover,  and to guard against
partial tender offers, squeeze-outs and other hostile tactics to gain control of
Chartwell without paying stockholders a fair price."

"The Rights Plan allows for and encourages an orderly process for takeovers that
would increase stockholder value while protecting  stockholders' investment from
takeover tactics that do not respect the rights of all stockholders," Cole said,
and noted that,  "the Rights  would not prevent a takeover,  but are designed to
encourage  anyone  seeking to acquire the company to negotiate with the Board to
ensure that the terms are fair to all stockholders."

The record date for the Rights distribution is May 22, 1997, and the Rights will
expire ten years  later  unless  earlier  redeemed  by the  Company.  The Rights
distribution is not taxable to stockholders.

The Rights would be  exercisable  only if a person or group acquires 20% or more
of  Chartwell's  common  stock or  announces  a tender  offer that would lead to
ownership by a person or a group of 20% or more of the common stock. Each of the
Rights will entitle  stockholders to buy one  one-hundredth  of a share of a new
series of  preferred  stock at an exercise  price of $120.00.  Under the Right's
"flip-in" feature, if any person or group becomes the beneficial owner of 20% or
more of the Company's common stock,  then each Right not owned by such person or
group will entitle its holder to purchase,  at the Rights then current  exercise
price,  shares of the Company's common stock having a value of twice the Right's
exercise price.

If Chartwell is acquired in a merger or other business  combination  transaction
after a person or group acquired 20% or more of its common stock,  under certain
circumstances  holders of Rights  will be  entitled  to purchase a number of the
acquiring  company's  shares  having a market  value equal to twice the exercise
price of the Rights.

Prior to the acquisition by a person or group of beneficial  ownership of 20% or
more of Chartwell  Re's common stock,  the Rights are  redeemable  for $.001 per
Right at the  option of  Chartwell's  Board of  Directors.  Subject  to  certain
conditions,  if a person or a group becomes the beneficial  owner of 20% or more
of the  Company's  common stock,  the Company's  Board of Directors may exchange
each  Right not owned by such  person or group for one share of common  stock of
the Company.

Chartwell  Re  Corporation   conducts  business  principally  through  its  four
wholly-owned   subsidiaries,   Chartwell   Reinsurance  Company,  The  Insurance
Corporation  of New York  ("INSCORP"),  Archer Group  Holdings plc and Chartwell
Advisers  Limited.  Chartwell  Reinsurance  Company writes  property,  casualty,
marine and  aviation  reinsurance  for  specialty,  regional  and global  ceding
companies.  INSCORP writes property and casualty insurance for specialty program
administrators.   Chartwell   Reinsurance   Company  and  INSCORP  are  rated  A
(Excellent)  and A-  (Excellent),  respectively,  by A.M.  Best  Company and are
assigned an A- claims paying ability  rating by Standard & Poor's.  Archer Group
Holdings plc is the parent company of Archer Managing  Agents Limited,  which is
one of the  largest at  Lloyd's,  managing  10 Lloyd's  syndicates  with a total
underwriting  capacity  for  1997  of 380  million  Pounds  Sterling.  Chartwell
Advisers  Limited  provides  advisory  services  to New  London  Capital  plc, a
publicly traded company which provides capital to select syndicates at Lloyd's.

This press release, information on Chartwell's directors and senior officers and
current  business and  financial  data are available on  Chartwell's  website at
www.chartwellre.com.

FOR FURTHER INFORMATION CONTACT:
Steven J. Bensinger, President - (203) 705-2520
Nancy B. Saltzman, Director, Investor Relations - (203) 705-2532.