SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
ESG RE LIMITED
(Name of Issuer)
Common Stock
(Title of Class of Securities)
G31215109
(CUSIP Number)
September 14, 1999
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 8 Pages)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
CUSIP No. G31215109 13G Page 2 of 8 Pages
________________________________________________________________________
(1) NAMES OF REPORTING PERSONS HPB Associates, L.P.
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY) 13-3002457
________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES _________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
912,500 shares
OWNED BY _________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING _________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
912,500 shares
________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
912,500
________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.6%
________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
PN
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. G31215109 13G Page 3 of 8 Pages
________________________________________________________________________
(1) NAMES OF REPORTING PERSONS HPB Group, LLC
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY) 13-3876706
________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES _________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
912,500 shares
OWNED BY _________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING _________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
912,500 shares
________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
912,500 shares
________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.6%
________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
OO
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. G31215109 13G Page 4 of 8 Pages
________________________________________________________________________
(1) NAMES OF REPORTING PERSONS Howard P. Berkowitz
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES _________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
912,500 shares
OWNED BY _________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING _________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
912,500 shares
________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
912,500 shares
________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.6%
________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. G31215109 13G Page 5 of 8 Pages
Item 1(a). Name of Issuer:
The name of the issuer is ESG RE LIMITED (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices: 16
Church Street, Hamilton HM11, Bermuda
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) HPB Associates, L.P., a Delaware limited partnership
("HPBA"), with respect to the shares of Common Stock
directly owned by HPBA;
(ii) HPB Group, LLC, a Delaware limited liability company
("HPBG"), with respect to the shares of Common Stock
directly owned by HPBA; and
(iii) Howard P. Berkowitz ("Berkowitz"), with respect to the
shares of Common Stock directly owned by HPBA.
The foregoing persons are hereinafter sometimes
collectively referred to as the "Reporting Persons." Any
disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after
making inquiry to the appropriate party.
HPBG is the General Partner of HPBA. Berkowitz is
the Senior Managing Member of HPBG.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The address of the business office of each of HPB and HPBG, and the
business address of Berkowitz, is 888 Seventh Avenue, New York, New York,
10106.
Item 2(c). Citizenship:
HPBA is a limited partnership organized under the laws of the
State of Delaware. HPBG is a limited liability company organized under
the laws of the State of Delaware. Berkowitz is a United States citizen.
Item 2(d). Title of Class of Securities:
Common Stock, par value $1.00 per share (the "Common Stock").
<PAGE>
CUSIP No. G31215109 13G Page 6 of 8 Pages
Item 2(e). CUSIP Number:
G31215109
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-
2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in
accordance with 13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in
accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of
the Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. \x\
Item 4. Ownership.
A. HPB Associates, L.P.
(a) Amount beneficially owned: 912,500 shares
(b) Percent of class: 6.6% The percentages used herein and
in the rest of Item 4 are calculated based upon the
13,845,099 shares of Common Stock issued and
outstanding, as reported in the Form 10-Q of the
Company for the quarter ended June 30, 1999, as
filed on August 13, 1999.
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 912,500
shares
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
912,500 shares
<PAGE>
CUSIP No. G31215109 13G Page 7 of 8 Pages
B. HPB Group, LLC
(a) Amount beneficially owned: 912,500 shares
(b) Percent of class: 6.6%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 912,500
shares
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
912,500 shares
C. Howard P. Berkowitz
(a) Amount beneficially owned: 912,500 shares
(b) Percent of class: 6.6%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 912,500
shares
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition:
912,500 shares
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
<PAGE>
CUSIP No. G31215109 13G Page 8 of 8 Pages
Item 10. Certification.
Each of the Reporting Persons hereby makes the following
certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement
is true, complete and correct.
DATED: September 24, 1999
/s/ Howard P. Berkowitz
Senior Managing Member of
HPB Group, LLC, as General Partner
of HPB Associates, L.P.;
as Senior Managing Member
of HPB Group, LLC; and
individually
<PAGE>
