ESG RE LTD
8-K, 1999-12-28
LIFE INSURANCE
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                       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): December 23, 1999

                                 ESG RE LIMITED
             (Exact Name of Registrant as Specified in its Charter)

         Bermuda                       000-23481               Not Applicable
(State or Other Jurisdiction of   (Commission File Number)     (IRS Employer
       Incorporation)                                        Identification No.)

           16 Church Street                                   Not Applicable
       Hamilton Hill, Bermuda                                   (Zip Code)
(Address of Principal Executive Offices)

                                 (441) 295-2185
              (Registrant's telephone number, including area code)

          (Former Name or Former Address, if Changed Since Last Report)

ITEM 5. OTHER EVENTS.

In a press  release  dated  December 23, 1999,  ESG Re Limited  (NASDAQ:  ESREF)
announced the completion of its 1 million share common stock repurchase  program
previously  announced on October 6, 1999.  On December 20, 1999,  ESG's Board of
Directors authorized the repurchase of an additional 1,000,000 shares.

ITEM 7. EXHIBITS.

Exhibit 99 News Release dated December 23, 1999 is attached.

<PAGE>

                                   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.

Dated:  December 28, 1999

                                              ESG RE LIMITED


                                              By:      /S/  Joan H. Dillard
                                                       Chief Financial Officer

                                      -2-


<PAGE>




                                                                     ESG
                                                                     Intelligent
                                                                     Reinsurance


FOR IMMEDIATE RELEASE

                                     Contacts:    ESG Re Limited
                                                  Joan Dillard
                                                  Chief Financial Officer
                                                  353 1 675 0265 (Dublin)
                                                  e-mail:[email protected]

        ESG RE LIMITED ANNOUNCES COMPLETION OF STOCK REPURCHASE PROGRAMME
- --------------------------------------------------------------------------------

HAMILTON,  BERMUDA,  December 23,1999 - ESG Re Limited (NASDAQ: ESREF) announced
the  completion  of  its 1  million  share  common  stock  repurchase  programme
previously  announced on October 6, 1999.  On December 20, 1999,  ESG's Board of
Directors authorized the repurchase of an additional 1,000,000 shares.

To date, ESG has repurchased a total of 2,289,100 common shares of the 2,696,190
authorized for repurchase.

ESG Re Limited provides medical,  personal accident,  credit life and disability
and  special  risks  reinsurance  to  insurers  and  selected  reinsurers  on  a
world-wide  basis.  The Company  distinguishes  itself by offering  "intelligent
reinsurance  " products  and  services  that help its  ceding  clients to better
manage their risks. These include sofiware solutions to particular  underwriting
problems,  actuarial  support,  product  design,  and,  in the field of  medical
expense reinsurance, loss prevention and disease management.
- --------------------------------------------------------------------------------

Uncertainties related to forward looking statements:  Certain statements in this
Press Release  constitute  "forward  looking  statements"  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  Such  forward-looking  statements
involve known and unknown  risks,  uncertainties  and other  factors,  which may
cause the actual  results,  performance  or  achievements  of the  company to be
materially  different  from any  future  results,  performance  or  achievements
expressed or implied by such forward-looking  statements.  Such factors include,
among other things, the following:  The Company's lack of history as a reinsurer
and its increased  scope of business:  the company's  dependence on key clients;
the  volatility  and  unpredictability  of the risks the  company  insures;  the
cyclical  nature  of the  reinsurance  market;  competition  and  the  company's
evaluation by insurance  rating  agencies;  changes in tax laws and regulations;
foreign  currency  fluctuation;  and the  adequacy of loss  reserves.  A further
discussion  of factors  that could affect the  Company's  results is included in
reports filed by the Company with the Securities and Exchange  Commission and in
the Company's Prospectus dated December 12, 1997.




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