ESG RE LTD
8-K, 1999-12-16
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 16, 1999

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

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

             16 Church Street                                  Not Applicable
          Hamilton HM11, 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.

On December 16, 1999,  William J.  Poutsiaka and Kenneth P. Morse  resigned from
the Board of Directors of ESG Re Limited (NASDAQ:  ESREF).  The resignations are
effective immediately.

ITEM 7. EXHIBITS.

Exhibit 99 Internal Memorandum dated December 16, 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 16, 1999

                                                ESG RE LIMITED


                                                By: /s/ Joan H. Dillard
                                                    ------------------------
                                                        Joan H. Dillard
                                                        Chief Financial Officer


                                                                        ESG
                                                                     INTELLIGENT
                                                                     REINSURANCE




December 16, 1999



TO:     Distribution List

FROM:   John C Head III


William J. Poutsiaka and Kenneth P. Morse have resigned from the Board of
Directors of ESG Re Limited. Mr. Poutsiaka, who was named President and CEO of
PanAgora Asset Management, Inc. earlier this year, joined ESG as a director at
the time the Company went public in December 1997. Mr. Morse, the Managing
Director of MIT Entrepreneurship Center and Senior Lecturer MIT Sloan School of
Management, joined ESG as director in February 1996. Mr. Poutsiaka cited time
commitments for his own business interests as a reason for his resignation at
this time. The resignations are effective immediately. The Board has commenced a
search for candidates to fill these vacancies.



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