SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                   FORM 10-Q/A

                   QUARTERLY REPORT UNDER SECTION 13 or 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended:                                   Commission File Number:
   JUNE 30, 2002                                               1-15731
----------------------                                   -----------------------

                             EVEREST RE GROUP, LTD.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


          Bermuda                                             98-0365432
---------------------------                         ----------------------------
(State or other juris-                              (IRS Employer Identification
diction of incorporation                               Number)
    or organization)

                  c/o ABG Financial & Management Services, Inc.
                                  Parker House
                        Wildey Business Park, Wildey Road
                              St. Michael, Barbados
                                 (246) 228-7398
        (Address,including zip code, and telephone number, including area
                code, of registrant's principal executive office)

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                        YES    X                  NO
                            -------                  -------

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

                                                    Number of Shares Outstanding
                  Class                                 at August 14, 2002
                  -----                             ----------------------------

COMMON SHARES,     $.01 PAR VALUE                             50,870,431




                             EVEREST RE GROUP, LTD.

                              INDEX TO FORM 10-Q/A

                                     PART I

                              FINANCIAL INFORMATION
                              ---------------------
                                                                            Page
                                                                            ----
ITEM 1.  FINANCIAL STATEMENTS
         --------------------

         Consolidated Balance Sheets at June 30, 2002 (unaudited)
           and December 31, 2001                                               3

         Consolidated  Statements of Operations  and  Comprehensive Income
           for the three months and six months ended
           June 30, 2002 and 2001 (unaudited)                                  4

         Consolidated  Statements of Changes in Shareholders'
           Equity for the three months and six months ended
           June 30, 2002 and 2001 (unaudited)                                  5

         Consolidated  Statements of Cash Flows for the three
           months and six months ended
           June 30, 2002 and 2001 (unaudited)                                  6

         Notes to Consolidated Interim Financial Statements (unaudited)        7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         ------------------------------------
         OF FINANCIAL CONDITION AND RESULTS OF
         -------------------------------------
         OPERATIONS                                                           17
         ----------

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
         ----------------------------------------
         ABOUT MARKET RISK                                                    30
         -----------------

                                     PART II

                                OTHER INFORMATION
                                -----------------

ITEM 1.  LEGAL PROCEEDINGS                                                    31
         -----------------

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                          None
         -----------------------------------------

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                    None
         -------------------------------

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
         ----------------------------------
         SECURITY HOLDERS                                                   None
         ----------------

ITEM 5.  OTHER INFORMATION                                                  None
         -----------------

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                     31
         --------------------------------

Part I - Item 1
                             EVEREST RE GROUP, LTD.
                           CONSOLIDATED BALANCE SHEETS
               (Dollars in thousands, except par value per share)




                                                                 June 30,          December 31,
                                                               ------------        ------------
                                                                   2002                2001
                                                               ------------        ------------
                                                                (unaudited)
                                                                             
ASSETS:
Fixed maturities - available for sale, at market value
 (amortized cost: 2002, $5,721,680; 2001, $5,288,860)          $  5,861,756        $  5,461,584
Equity securities, at market value (cost: 2002,
 $56,384; 2001, $66,357)                                             52,641              67,311
Short-term investments                                              344,607             148,851
Other invested assets                                                34,639              33,899
Cash                                                                124,931              71,878
                                                               ------------        ------------
   Total investments and cash                                     6,418,574           5,783,523

Accrued investment income                                            87,722              83,088
Premiums receivable                                                 555,818             468,897
Reinsurance receivables                                             945,127             895,061
Funds held by reinsureds                                            129,416             149,969
Deferred acquisition costs                                          165,073             130,709
Prepaid reinsurance premiums                                         43,061              47,185
Deferred tax asset                                                  192,709             178,507
Other assets                                                         82,552              59,221
                                                               ------------        ------------
TOTAL ASSETS                                                   $  8,620,052        $  7,796,160
                                                               ============        ============

LIABILITIES:
Reserve for losses and adjustment expenses                     $  4,438,562        $  4,278,267
Future policy benefit reserve                                       243,294             238,753
Unearned premium reserve                                            658,221             489,171
Funds held under reinsurance treaties                               277,938             267,105
Losses in the course of payment                                      60,697              89,492
Contingent commissions                                                3,372               2,119
Other net payable to reinsurers                                      53,830              66,462
Current federal income taxes                                           (646)            (30,459)
8.5% Senior notes due 3/15/2005                                     249,736             249,694
8.75% Senior notes due 3/15/2010                                    199,117             199,077
Revolving credit agreement borrowings                               105,000             105,000
Accrued interest on debt and borrowings                              11,910              11,944
Other liabilities                                                   173,039             109,013
                                                               ------------        ------------
   Total liabilities                                              6,474,070           6,075,638
                                                               ------------        ------------


SHAREHOLDERS' EQUITY:
Preferred shares, par value: $0.01; 50 million
 shares authorized; no shares issued and outstanding                  -                   -
Common shares, par value: $0.01; 200 million shares
 authorized; 51.3 million shares issued in 2002 and
 46.3 million shares issued in 2001                                     513                 463
Additional paid-in capital                                          617,880             269,945
Unearned compensation                                                  (103)               (115)
Accumulated other comprehensive income, net of
 deferred income taxes of $35.7 million in 2002 and
 $40.8 million in 2001                                               85,082             113,880
 Retained earnings                                                1,442,665           1,336,404
Treasury shares, at cost; 0.0 million shares in 2002 and
 2001                                                                   (55)                (55)
                                                               ------------        ------------
   Total shareholders' equity                                     2,145,982           1,720,522
                                                               ------------        ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $  8,620,052        $  7,796,160
                                                               ============        ============

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                        3



                             EVEREST RE GROUP, LTD.
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                (Dollars in thousands, except per share amounts)





                                                                  Three Months Ended                    Six Months Ended
                                                                         June 30,                            June 30,
                                                               -------------------------           -------------------------
                                                                  2002           2001                 2002           2001
                                                               ----------     ----------           ----------     ----------
                                                                      (unaudited)                         (unaudited)
                                                                                                      
REVENUES:
Premiums earned                                                $  502,330     $  392,797           $  993,538     $  721,290
Net investment income                                              90,830         87,095              176,370        173,250
Net realized capital (loss) gain                                  (31,008)         3,936              (34,863)        (1,121)
Net derivative (expense) income                                    (4,890)            43               (5,140)          (684)
Other (expense) income                                             (2,908)         1,120               (1,571)         1,988
                                                               ----------     ----------           ----------     ----------
Total revenues                                                    554,354        484,991            1,128,334        894,723
                                                               ----------     ----------           ----------     ----------

CLAIMS AND EXPENSES:
Incurred loss and loss adjustment expenses                        353,177        291,947              705,683        535,073
Commission, brokerage, taxes and fees                             120,320         97,122              241,329        179,079
Other underwriting expenses                                        16,724         14,499               30,849         27,595
Interest expense on senior notes                                    9,728          9,726               19,456         19,450
Interest expense on credit facility                                   853          1,819                1,762          4,516
                                                               ----------     ----------           ----------     ----------
Total claims and expenses                                         500,802        415,113              999,079        765,713
                                                               ----------     ----------           ----------     ----------

INCOME BEFORE TAXES                                                53,552         69,878              129,255        129,010

Income tax expense                                                    145         12,587               14,787         21,589
                                                               ----------     ----------           ----------     ----------
NET INCOME                                                     $   53,407     $   57,291           $  114,468     $  107,421
                                                               ==========     ==========           ==========     ==========


Other comprehensive income (loss), net of tax                      39,328        (30,726)             (28,798)        16,346
                                                               ----------     ----------           ----------     ----------
COMPREHENSIVE INCOME                                           $   92,735     $   26,565           $   85,670     $  123,767
                                                               ==========     ==========           ==========     ==========


PER SHARE DATA:
   Average shares outstanding (000's)                              51,301         46,141               49,713         46,100
   Net income per common share - basic                         $     1.04     $     1.24           $     2.30     $     2.33
                                                               ==========     ==========           ==========     ==========


   Average diluted shares outstanding (000's)                      52,177         47,088               50,633         47,046
   Net income per common share - diluted                       $     1.02     $     1.22           $     2.26     $     2.28
                                                               ==========     ==========           ==========     ==========


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                        4



                             EVEREST RE GROUP, LTD.
                       CONSOLIDATED STATEMENTS OF CHANGES
                             IN SHAREHOLDERS' EQUITY
                (Dollars in thousands, except per share amounts)





                                                                  Three Months Ended          Six Months Ended
                                                                       June 30,                   June 30,
                                                              --------------------------  -------------------------
                                                                   2002          2001         2002         2001
                                                              ------------  ------------  ------------ ------------
                                                                      (unaudited)                (unaudited)
                                                                                           
COMMON SHARES (shares outstanding):
Balance, beginning of period                                    51,286,465    46,096,378    46,269,015   46,029,354
Issued during the period                                            33,074       109,255     5,050,524      176,279
                                                              ------------  ------------  ------------ ------------
Balance, end of period                                          51,319,539    46,205,633    51,319,539   46,205,633
                                                              ============  ============  ============ ============



COMMON SHARES (par value):
Balance, beginning of period                                  $        513   $       461   $       463  $       460
Issued during the period                                                 -             1            50            2
                                                              ------------  ------------  ------------ ------------
Balance, end of period                                                 513           462           513          462
                                                              ------------  ------------  ------------ ------------

ADDITIONAL PAID IN CAPITAL:
Balance, beginning of period                                       616,508       262,905       269,945      259,958
Common shares issued during the period                               1,372         4,347       347,935        7,294
                                                              ------------  ------------  ------------ ------------
Balance, end of period                                             617,880       267,252       617,880      267,252
                                                              ------------  ------------  ------------ ------------

UNEARNED COMPENSATION:
Balance, beginning of period                                          (115)         (153)         (115)        (170)
Net increase during the period                                          12            17            12           34
                                                              ------------  ------------  ------------ ------------
Balance, end of period                                                (103)         (136)         (103)        (136)
                                                              ------------  ------------  ------------ ------------

ACCUMULATED OTHER COMPREHENSIVE INCOME,
 NET OF DEFERRED INCOME TAXES:
Balance, beginning of period                                        45,754       119,918       113,880       72,846
Net increase (decrease) during the period                           39,328       (30,726)      (28,798)      16,346
                                                              ------------  ------------  ------------ ------------
Balance, end of period                                              85,082        89,192        85,082       89,192
                                                              ------------  ------------  ------------ ------------


RETAINED EARNINGS:
Balance, beginning of period                                     1,393,363     1,297,218     1,336,404    1,250,313
Net income                                                          53,407        57,291       114,468      107,421
Dividends declared ($0.08 and $0.16 per share in 2002
 and $0.07 and $0.14 per share in 2001)                             (4,105)       (3,228)       (8,207)      (6,453)
                                                              ------------  ------------  ------------ ------------
Balance, end of period                                           1,442,665     1,351,281     1,442,665    1,351,281
                                                              ------------  ------------  ------------ ------------


TREASURY SHARES AT COST:
Balance, beginning of period                                           (55)          (55)          (55)         (55)
                                                              ------------  ------------  ------------ ------------
Balance, end of period                                                 (55)          (55)          (55)         (55)
                                                              ------------  ------------  ------------ ------------

TOTAL SHAREHOLDERS' EQUITY, END OF PERIOD                     $  2,145,982  $  1,707,996  $  2,145,982 $  1,707,996
                                                              ============  ============  ============ ============



The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.


                                        5




                             EVEREST RE GROUP, LTD.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)




                                                                 Three Months Ended            Six Months Ended
                                                                      June 30,                     June 30,
                                                              -------------------------   --------------------------
                                                                  2002          2001          2002           2001
                                                              -----------   -----------   ------------    ----------
CASH FLOWS FROM OPERATING ACTIVITIES:                                (unaudited)                  (unaudited)
                                                                                              
Net income                                                    $    53,407   $    57,291    $   114,468    $  107,421
  Adjustments to reconcile net income to net cash provided
   by operating activities:
  (Increase) in premiums receivable                               (19,091)      (26,118)       (85,355)      (42,802)
  Decrease in funds held, net                                      12,931        21,969         32,911        17,928
  (Increase) in reinsurance receivables                           (13,370)      (50,382)       (42,924)      (67,116)
  (Increase) in deferred tax asset                                (34,238)      (35,018)        (9,080)      (31,901)
  Increase in reserve for losses and loss adjustment expenses      70,680        65,484        138,207        71,460
  (Decrease) increase in future policy benefit reserve               (171)        7,354          4,541        22,975
  Increase in unearned premiums                                    93,237        37,183        168,015       105,355
  (Increase) decrease in other assets and liabilities             (22,710)        8,387        (76,592)      (36,767)
  Non cash compensation expense                                        12            17             12            34
  Accrual of bond discount/amortization of bond premium            (2,157)       (1,938)        (4,068)       (3,998)
  Amortization of underwriting discount on senior notes                41            37             82            75
  Realized capital losses (gains)                                  31,008        (3,936)        34,863         1,121
                                                              -----------   -----------    -----------    ----------

Net cash provided by operating activities                         169,579        80,330        275,080       143,785
                                                              -----------   -----------    -----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from fixed maturities matured/called -
 available for sale                                               128,401       225,087        275,995       295,094
Proceeds from fixed maturities sold - available for sale          629,259       136,881      1,045,831       215,453
Proceeds from equity securities sold                               14,570        28,949         19,940        28,949
Proceeds from other invested assets sold                                4            15          3,265            23
Cost of fixed maturities acquired - available for sale           (914,099)     (430,817)    (1,773,159)     (841,738)
Cost of equity securities acquired                                    (71)      (20,027)        (9,298)      (20,027)
Cost of other invested assets acquired                             (3,148)       (1,439)        (3,476)       (1,807)
Net (purchases) sales of short-term securities                    (57,677)     (119,072)      (194,896)      156,099
Net increase in unsettled securities transactions                  49,919        47,690         68,798        72,826
                                                              -----------   -----------    -----------    ----------

Net cash (used in) investing activities                          (152,842)     (132,733)      (567,000)      (95,128)
                                                              -----------   -----------    -----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Common shares issued during the period                              1,372         4,348        347,985         7,296
Dividends paid to shareholders                                     (4,105)       (3,228)        (8,207)       (6,453)
Borrowing on revolving credit agreement                                 -         2,000         20,000        22,000
Repayments on revolving credit agreement                                -             -        (20,000)     (123,000)
                                                              -----------    ----------    -----------    ----------

Net cash (used in) provided by financing activities                (2,733)        3,120        339,778      (100,157)
                                                              -----------    ----------    -----------    ----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                             9,174        (2,619)         5,195        (7,202)
                                                              -----------    ----------    -----------    ----------

Net increase (decrease) in cash                                    23,178       (51,902)        53,053       (58,702)

Cash, beginning of period                                         101,753        70,023         71,878        76,823
                                                              -----------    ----------    -----------    ----------
Cash, end of period                                           $   124,931    $   18,121    $   124,931    $   18,121
                                                              ===========    ==========    ===========    ==========

SUPPLEMENTAL CASH FLOW INFORMATION
CASH TRANSACTIONS:
Income taxes paid, net                                        $    10,804    $   51,914    $    (6,593)   $   54,517
Interest paid                                                 $       871    $    1,911    $    21,170    $   24,657
NON-CASH FINANCING TRANSACTION:
Issuance of common shares                                     $        12    $       17    $        12    $       34



The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                        6


                             EVEREST RE GROUP, LTD.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001

1.       GENERAL

As used in this document, "Group" means Everest Re Group, Ltd., "Holdings" means
Everest  Reinsurance  Holdings,  Inc.,  "Everest Re" means  Everest  Reinsurance
Company and the "Company" means Everest Re Group, Ltd. and its subsidiaries.

The  consolidated  financial  statements  of the  Company  for the three and six
months  ended June 30, 2002 and 2001  include  all  adjustments,  consisting  of
normal recurring  accruals,  which, in the opinion of management,  are necessary
for a fair  presentation of the results on an interim basis.  Certain  financial
information,  which is normally included in annual financial statements prepared
in accordance with generally accepted accounting principles in the United States
of America,  has been omitted  since it is not  required  for interim  reporting
purposes.  The year-end consolidated balance sheet data was derived from audited
financial statements, but does not include all disclosures required by generally
accepted accounting  principles in the United States of America. The results for
the  three  and six  months  ended  June 30,  2002 and 2001 are not  necessarily
indicative of the results for a full year. These financial  statements should be
read in conjunction with the audited consolidated financial statements and notes
thereto for the years ended  December  31, 2001,  2000 and 1999  included in the
Company's most recent Form 10-K filing.

2.       SECONDARY COMMON SHARE ISSUANCE

On November 7, 2001,  the Company filed a shelf  registration  statement on Form
S-3 with the Securities and Exchange Commission, which provided for the issuance
of up to $575 million of common equity.  On February 27, 2002,  pursuant to this
registration statement,  the Company completed a secondary offering of 5,000,000
of its common  shares at a price of $69.25 per share,  which  resulted in $346.3
million of proceeds, before expense of approximately $0.5 million related to the
offering.  The Company has used the net proceeds for working capital and general
corporate purposes. The remaining amount available under this shelf registration
statement as of June 30, 2002 was $228.7 million. See also Footnote 12B.


                                       7



                             EVEREST RE GROUP, LTD.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (continued)

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001


3.       EARNINGS PER SHARE

Net income per common share has been computed as follows:


(shares and dollar amounts  in
thousands except per share amounts)

                                                 Three Months Ended                Six Months Ended
                                                      June 30,                         June 30,
                                                2002             2001            2002            2001
                                             -------------------------------------------------------------
                                                                                  

Net income (numerator)                       $      53,407    $     57,291    $    114,468    $    107,421
                                             =============================================================


Weighted average common and effect of
 dilutive shares used in the computation of
 net income per share:
   Average shares outstanding -
    basic (denominator)                             51,301          46,141          49,713          46,100
   Effect of dilutive shares                           876             947             920             946
                                             -------------------------------------------------------------
   Average shares outstanding -
     diluted (denominator)                          52,177          47,088          50,633          47,046

Net income per common share:
   Basic                                     $        1.04    $       1.24    $       2.30    $       2.33
   Diluted                                   $        1.02    $       1.22    $       2.26    $       2.28


Options to purchase  207,000  shares of common  stock and 2,000 shares of common
stock were  outstanding for the three months and six months ended June 30, 2002,
respectively,  but were not included in the computation of diluted  earnings per
share for the  three and six month  periods  ended on such  dates,  because  the
options'  exercise price was greater than the average market price of the common
shares  during the  period.  As of June 30,  2001,  all  outstanding  options to
purchase common shares were included in the computation of diluted  earnings per
share for the  three and six month  periods  ended on such  dates,  because  the
average market price of the common shares was greater than the exercise price of
the options during these periods.

On May 22, 2002,  shareholders of the Company  approved the 2002 Stock Incentive
Plan ("The 2002 Plan"),  which  replaces the 1995 stock  incentive  plan for key
employees  ("The 1995 Employee  Plan").  The 2002 Plan provides for a maximum of
4,000,000  shares of common  stock to be awarded to employees of the Company and
with the adoption of the 2002 plan, no further  awards will be granted under The
1995  Employee  Plan.  As of June 30, 2002, no awards had been granted under The
2002 Plan.

                                       8


                             EVEREST RE GROUP, LTD.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (continued)

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001

4.       CONTINGENCIES

The Company  continues to receive  claims under expired  contracts  which assert
alleged injuries and/or damages relating to or resulting from toxic torts, toxic
waste and other hazardous substances,  such as asbestos.  The Company's asbestos
claims typically involve potential  liability for bodily injury from exposure to
asbestos or for property damage  resulting from asbestos or products  containing
asbestos.  The  Company's   environmental  claims  typically  involve  potential
liability for (a) the mitigation or remediation of  environmental  contamination
or (b) bodily  injury or property  damages  caused by the  release of  hazardous
substances into the land, air or water.

The Company's  reserves include an estimate of the Company's  ultimate liability
for  asbestos  and  environmental  claims  for which  ultimate  value  cannot be
estimated  using  traditional  reserving   techniques.   There  are  significant
uncertainties  in estimating the amount of the Company's  potential  losses from
asbestos and environmental  claims. Among the complications are: (a) potentially
long waiting periods between exposure and  manifestation of any bodily injury or
property  damage;   (b)  difficulty  in  identifying   sources  of  asbestos  or
environmental    contamination;    (c)   difficulty   in   properly   allocating
responsibility  and/or  liability  for  asbestos or  environmental  damage;  (d)
changes in  underlying  laws and  judicial  interpretation  of those  laws;  (e)
potential  for an  asbestos or  environmental  claim to involve  many  insurance
providers  over  many  policy  periods;  (f) long  reporting  delays,  both from
insureds  to  insurance  companies  and  ceding  companies  to  reinsurers;  (g)
historical  data concerning  asbestos and  environmental  losses,  which is more
limited  than  historical  information  on other types of casualty  claims;  (h)
questions concerning interpretation and application of insurance and reinsurance
coverage; and (i) uncertainty regarding the number and identity of insureds with
potential asbestos or environmental exposure.

Management  believes that these factors continue to render reserves for asbestos
and environmental  losses  significantly  less subject to traditional  actuarial
methods than are reserves on other types of losses.  Given these  uncertainties,
management  believes  that no meaningful  range for such ultimate  losses can be
established.  The  Company  establishes  reserves  to the  extent  that,  in the
judgement of  management,  the facts and  prevailing law reflect an exposure for
the Company or its ceding  companies.  In connection with the acquisition of Mt.
McKinley Insurance Company ("Mt.  McKinley"),  which has significant exposure to
asbestos and environmental  claims,  Prudential  Property and Casualty Insurance
Company ("Prupac"),  a subsidiary of The Prudential Insurance Company of America
"(The  Prudential"),  provided  reinsurance to Mt. McKinley covering 80% ($160.0
million)  of  the  first  $200.0  million  of  any  adverse  development  of Mt.
McKinley's  reserves  as of  September  19, 2000 and The  Prudential  guaranteed
Prupac's obligations to Mt. McKinley. Through June 30, 2002, cessions under this
reinsurance  agreement  have reduced the  available  remaining  limits to $126.4
million  net of  coinsurance.  Due to the  uncertainties  discussed  above,  the
ultimate losses may vary materially from current loss reserves and, depending on
coverage  under the Company's  various  reinsurance  arrangements,  could have a
material adverse effect on the Company's future financial condition,  results of
operations and cash flows.

                                       9



                             EVEREST RE GROUP, LTD.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (continued)

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001


The  following   table  shows  the   development  of  prior  year  asbestos  and
environmental  reserves on both a gross and net of retrocessional  basis for the
three and six months ended June 30, 2002 and 2001:


(dollar amounts in thousands)                   Three Months Ended                  Six Months Ended
                                                      June 30,                          June 30,
                                                2002             2001             2002             2001
                                            --------------------------------------------------------------
                                                                                    
Gross basis:
Beginning of period reserves                $  631,778        $  690,659      $  644,390        $  693,704
Incurred losses                                 20,000             5,000          30,000            17,110
Paid losses                                    (12,676)          (21,732)        (35,288)          (36,887)
                                            --------------------------------------------------------------

End of period reserves                      $  639,102        $  673,927      $  639,102        $  673,927
                                            ==============================================================

Net basis:
Beginning of period reserves                $  550,576        $  616,753      $  568,592        $  628,535
Incurred losses                                  4,832               817           7,309             2,703
Paid losses                                    (11,209)           (11,074)       (31,702)          (24,742)
                                            --------------------------------------------------------------

End of period reserves                      $  544,199        $  606,496      $  544,199        $  606,496
                                            ==============================================================


At June 30, 2002, the gross reserves for asbestos and environmental  losses were
comprised  of $109.5  million  representing  case  reserves  reported  by ceding
companies,  $52.1 million  representing  additional case reserves established by
the Company on assumed  reinsurance  claims,  $144.8 million  representing  case
reserves established by the Company on direct excess insurance claims, including
Mt. McKinley, and $332.7 million representing incurred but not reported ("IBNR")
reserves.

The Company is involved  from time to time in ordinary  routine  litigation  and
arbitration proceedings incidental to its business. The Company does not believe
that there are any other material  pending legal  proceedings to which it or any
of its subsidiaries or their properties are subject.


                                       10



                             EVEREST RE GROUP, LTD.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (continued)

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001

The  Prudential  sells  annuities  which are  purchased by property and casualty
insurance  companies to settle certain types of claim  liabilities.  In 1993 and
prior years, the Company,  for a fee,  accepted the claim payment  obligation of
these property and casualty insurers, and, concurrently, became the owner of the
annuity or assignee of the annuity proceeds. In these circumstances, the Company
would be liable if The Prudential were unable to make the annuity payments.  The
estimated  cost to  replace  all  such  annuities  for  which  the  Company  was
contingently liable at June 30, 2002 was $148.7 million.

The Company has purchased  annuities from an unaffiliated life insurance company
with an A+ (Superior)  rating from A.M. Best to settle certain claim liabilities
of the Company.  Should the life  insurance  company  become  unable to make the
annuity payments,  the Company would be liable for those claim liabilities.  The
estimated cost to replace such annuities at June 30, 2002 was $14.2 million.

5.       OTHER COMPREHENSIVE INCOME

The Company's other comprehensive (loss) income is comprised as follows:



(dollar amounts in thousands)                      Three Months Ended                Six Months Ended
                                                         June 30,                         June 30,
                                                   2002            2001            2002             2001
                                              -------------------------------------------------------------
                                                                                     

Net unrealized
 appreciation/(depreciation)
 of investments, net of
 deferred income taxes                        $   36,196     ($   32,613)       ($   30,943)     $   17,137
Currency translation
 adjustments, net of deferred
 income taxes                                      3,132           1,887              2,145            (791)
                                              -------------------------------------------------------------

Other comprehensive income/(loss),
net of deferred
 income taxes                                 $   39,328     ($   30,726)       ($   28,798)     $   16,346
                                              =============================================================


6.       Credit Line

On December 21, 1999, Holdings entered into a three-year senior revolving credit
facility  with a  syndicate  of lenders  (the  "Credit  Facility").  First Union
National Bank is the  administrative  agent for the Credit Facility.  The Credit
Facility  is used for  liquidity  and  general  corporate  purposes.  The Credit
Facility  provides for the borrowing of up to $150.0  million with interest at a
rate  selected  by the  Company  equal to either  (i) the Base Rate (as  defined
below) or (ii) an  adjusted  London  InterBank  Offered  Rate  ("LIBOR")  plus a
margin. The Base Rate is the higher of the rate of interest established by First
Union   National   Bank  from  time  to  time  as its prime rate or the  Federal
Funds  rate plus  0.5%  per annum. On December 18, 2000, the Credit Facility was


                                       11


                             EVEREST RE GROUP, LTD.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (continued)

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001


amended  to extend the  borrowing  limit to $235.0  million  for a period of 120
days.  This 120-day period expired during the three months ended March 31, 2001,
after which the limit reverted to $150.0  million.  The amount of margin and the
fees payable for the Credit Facility depend upon Holdings' senior unsecured debt
rating. Group has guaranteed Holdings' obligations under the Credit Facility.

The Credit  Facility  requires  Group to maintain a debt to capital ratio of not
greater than 0.35 to 1, Holdings to maintain a minimum  interest  coverage ratio
of 2.5 to 1 and Everest Re to maintain its statutory  surplus at $850.0  million
plus 25% of aggregate net income and 25% of aggregate capital contributions.

During the three and six months ended June 30, 2002,  Holdings  made payments on
the Credit Facility of $0.0 million and $20.0 million, respectively, compared to
$0.0 million and $123.0  million  during the three and six months ended June 30,
2001.  During the three and six months ended June 30, 2002,  Holdings had Credit
Facility borrowings of $0.0 million and $20.0 million, respectively, compared to
$2.0  million and $22.0  million  during the three and six months ended June 30,
2001. As of June 30, 2002 and 2001,  Holdings had  outstanding  Credit  Facility
borrowings of $105.0 million and $134.0 million, respectively.  Interest expense
incurred in connection  with these  borrowings was $0.9 million and $1.8 million
for the  three  months  ended  June 30,  2002 and 2001,  respectively,  and $1.7
million  and $4.5  million  for the six  months  ended  June 30,  2002 and 2001,
respectively.

7.       SENIOR NOTES

During the first quarter of 2000, Holdings completed a public offering of $200.0
million  principal  amount of 8.75%  senior  notes due March 15, 2010 and $250.0
million principal amount of 8.5% senior notes due March 15, 2005.

Interest expense incurred in connection with these senior notes was $9.7 million
for the three months ended June 30, 2002 and 2001, and $19.5 million for the six
months ended June 30, 2002 and 2001.

8.       SEGMENT REPORTING

The  Company,  through  its  subsidiaries,   operates  in  five  segments:  U.S.
Reinsurance,  U.S. Insurance,  Specialty Reinsurance,  International Reinsurance
and Bermuda. The U.S. Reinsurance  operation writes property and casualty treaty
reinsurance  through  reinsurance  brokers  as  well  as  directly  with  ceding
companies  within the United  States,  in addition  to  property,  casualty  and
specialty  facultative  reinsurance  through  brokers and  directly  with ceding
companies within the United States. The U.S. Insurance operation writes property
and casualty insurance primarily through general agent relationships and surplus
lines brokers  within the United  States.  The Specialty  Reinsurance  operation
writes   accident and  health,   marine,  aviation  and surety  business  within
the  United  States  and   worldwide   through   brokers   and   directly   with

                                       12



                             EVEREST RE GROUP, LTD.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (continued)

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001

ceding companies.  The International  Reinsurance  operation writes property and
casualty  reinsurance  through  the  Company's  branches  in London,  Canada and
Singapore,  in addition to foreign "home-office" business. The Bermuda operation
writes  property,  casualty,  life and  annuity  business  through  brokers  and
directly with ceding companies.

The  non-Bermuda  segments are managed in a carefully  coordinated  fashion with
strong  elements  of  central  control,   including  with  respect  to  capital,
investments and support operations. The Bermuda segment is managed independently
with strong alignment with respect to capital,  investment and support operation
strategies.  As a  result,  management  monitors  and  evaluates  the  financial
performance of all of the Company's  operating  segments  principally based upon
their underwriting gain or loss ("underwriting  results").  The Company utilizes
inter-affiliate reinsurance and such reinsurance does not impact segment results
as business is reported in the unit  responsible  for the  business as initially
written with third parties,  generally  within the segment in which the business
was first  produced.  Underwriting  results include earned premium less incurred
loss and loss adjustment  expenses,  commission and brokerage expenses and other
underwriting expenses.

The following tables present the relevant underwriting results for the operating
segments  for the three and six months  ended June 30,  2002 and 2001,  with all
dollar values presented in thousands.



                                             U.S. REINSURANCE
----------------------------------------------------------------------------------------------------------
                                                 Three Months Ended                 Six Months Ended
                                                      June 30,                          June 30,
                                                 2002             2001             2002             2001
                                              ------------------------------------------------------------
                                                                                  
Earned premiums                               $  140,628      $   138,554     $   317,186      $   247,664
Incurred losses and loss    adjustment
 expenses                                         96,482          108,031         220,056          183,392
Commission and brokerage                          37,145           37,322          83,134           63,852
Other underwriting expenses                        4,474            4,095           8,643            7,335
                                              ------------------------------------------------------------
Underwriting gain (loss)                      $    2,527     ($    10,894)    $     5,353     ($     6,915)
                                              ============================================================



                                              U.S. INSURANCE
----------------------------------------------------------------------------------------------------------
                                                 Three Months Ended                 Six Months Ended
                                                      June 30,                          June 30,
                                                2002             2001            2002            2001
                                              ------------------------------------------------------------
                                                                                    

Earned premiums                               $  133,787      $    68,357      $  242,632       $  120,498
Incurred losses and loss adjustment
 expenses                                         99,259           49,065         179,956           86,264
Commission and brokerage                          27,496           13,990          51,193           27,528
Other underwriting expenses                        5,925            3,952          10,665            7,917
                                              ------------------------------------------------------------
Underwriting gain (loss)                      $    1,107      $     1,350      $      818      ($    1,211)
                                              ============================================================


                                       13



                             EVEREST RE GROUP, LTD.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (continued)

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001




                                           SPECIALTY REINSURANCE
---------------------------------------------------------------------------------------------------------
                                                  Three Months Ended                Six Months Ended
                                                       June 30,                         June 30,
                                                2002             2001            2002             2001
                                               ----------------------------------------------------------
                                                                                   
Earned premiums                                $  116,280     $   99,070       $  230,649      $  192,808
Incurred  losses and loss adjustment
 expenses                                          88,086         73,548          174,679         148,097
Commission and brokerage                           33,504         23,630           66,746          47,565
Other underwriting expenses                         1,526          1,577            2,892           2,949
                                               ----------------------------------------------------------
Underwriting (loss) gain                      ($    6,836)    $      315      ($   13,668)    ($    5,803)
                                               ==========================================================




                                         INTERNATIONAL REINSURANCE
---------------------------------------------------------------------------------------------------------
                                                  Three Months Ended                Six Months Ended
                                                       June 30,                         June 30,
                                                2002             2001            2002             2001
                                              -----------------------------------------------------------
                                                                                   
Earned premiums                               $  108,497     $    83,401       $  195,772      $  156,404
Incurred  losses and loss adjustment
 expenses                                         66,270          57,897          123,562         113,236
Commission and brokerage                          20,613          21,884           37,493          39,734
Other underwriting expenses                        3,312           3,446            6,321           6,613
                                              -----------------------------------------------------------
Underwriting gain (loss)                      $   18,302     $       174       $   28,396     ($    3,179)
                                              ===========================================================



                                                  BERMUDA
---------------------------------------------------------------------------------------------------------
                                                  Three Months Ended                Six Months Ended
                                                       June 30,                         June 30,
                                                2002             2001            2002             2001
                                              -----------------------------------------------------------
                                                                                    
Earned premiums                               $    3,138       $   3,415       $    7,299       $   3,916
Incurred  losses and loss adjustment
 expenses                                          3,080           3,406            7,430           4,084
Commission and brokerage                           1,562             296            2,763             400
Other underwriting expenses                          453             (65)             827             741
                                              -----------------------------------------------------------
Underwriting (loss)                          ($    1,957)     ($     222)     ($    3,721)     ($   1,309)
                                              ===========================================================


                                       14



                             EVEREST RE GROUP, LTD.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (continued)

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001


The  following  table  reconciles  the  underwriting  results for the  operating
segments  to income  before tax as reported in the  consolidated  statements  of
operations  and  comprehensive  income,  with all  dollar  values  presented  in
thousands:


                                    --------------------------------------------------------------------
                                         Three Months Ended                      Six Months Ended
                                              June 30,                               June 30,
                                       2002               2001               2002               2001
                                    --------------------------------------------------------------------
                                                                                
Underwriting gain (loss)            $   13,143       ($     9,277)        $    17,178       ($    18,417)
Net investment income                   90,830             87,095             176,370            173,250
Realized (loss) gain                   (31,008)             3,936             (34,863)            (1,121)
Net derivative (expense)
  income                                (4,890)                43              (5,140)              (684)
Corporate expenses                      (1,034)            (1,494)             (1,501)            (2,040)
Interest expense                       (10,581)           (11,545)            (21,218)           (23,966)
Other (expense) income                  (2,908)             1,120              (1,571)             1,988
                                    --------------------------------------------------------------------
Income before taxes                 $   53,552        $    69,878         $   129,255        $   129,010
                                    ====================================================================


The Company  writes  premium in the United  States,  Bermuda  and  international
markets.  The revenues,  net income and  identifiable  assets of the  individual
foreign  countries in which the Company writes  business are not material to the
Company's financial condition, results of operations and cash flows.

9.       DERIVATIVES

The Company has in its product portfolio three credit default swaps, which it no
longer offers, and five specialized equity put options.  These products meet the
definition  of a  derivative  under  Financial  Accounting  Standards  No.  133,
"Accounting for Derivative  Instruments and Hedging Activities" ("FAS 133"). The
Company's  position in these  contracts is unhedged  and is  accounted  for as a
derivative in accordance with FAS 133. Accordingly,  these contracts are carried
at  fair  value  with  changes  in  fair  value  recorded  in the  statement  of
operations.

                                       15



                             EVEREST RE GROUP, LTD.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (continued)

            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001


10.      NEW ACCOUNTING PRONOUNCEMENT

In June 2001, the Financial  Accounting Standards Board ("FASB") issued FAS 142,
"Goodwill and Other Intangible  Assets".  FAS 142 established new accounting and
reporting  standards  for acquired  goodwill  and other  intangible  assets.  It
requires that an entity  determine if the goodwill or other intangible asset has
an indefinite  useful life or a finite useful life. Those with indefinite useful
lives  are  not  subject  to  amortization  and  must  be  tested  annually  for
impairment.  Those with finite useful lives are subject to amortization and must
be tested  annually for  impairment.  This statement is effective for all fiscal
quarters of all fiscal years  beginning  after  December  15, 2001.  The Company
adopted FAS 142 on January 1, 2002. The implementation of this statement has not
had a material impact on the financial  position,  results of operations or cash
flows of the Company.

11.      RELATED-PARTY TRANSACTIONS

During the normal  course of  business,  the  Company,  through its  affiliates,
engages in what management believes to be arm's-length reinsurance and brokerage
and commission business  transactions with companies controlled by or affiliated
with  its  outside  directors.  Such  transactions,   individually  and  in  the
aggregate,  are  immaterial to the  Company's  financial  condition,  results of
operations and cash flows.

12.      SUBSEQUENT EVENTS

A.   Between  July  1, 2002 and  August 6, 2002,  Holdings  repurchased  450,000
     shares of Group's common stock at an average price of $50.86 per share. The
     Company has 1.73 million  shares  remaining  under its existing  repurchase
     authorization.

B.   On July 30, 2002, the Company filed a shelf  registration  statement on
     Form S-3 with the  Securities and Exchange  Commission,  which provides for
     the issuance of up to $475.0 million of securities.  Generally,  under this
     shelf  registration  statement,  Group may issue common  shares,  preferred
     shares,  debt,  warrants  and hybrid  securities,  Holdings  may issue debt
     securities  and  warrants  and  Everest  Re Capital  Trust may issue  trust
     preferred securities.  This shelf registration  statement,  once effective,
     will replace the existing common equity shelf registration statement of the
     Company.




                                       16


Part I - Item 2



                             EVEREST RE GROUP, LTD.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

FINANCIAL STATEMENT CERTIFICATION

Pursuant to Section  21(a)(1) of the Securities  Exchange Act of 1934 No. 4-460,
the  Staff  of the  Securities  and  Exchange  Commission  has  issued  an Order
requiring the principal  executive officer and the principal  accounting officer
of certain  companies to issue sworn  statements  certifying  that the financial
statements  are  materially  truthful and complete.  Although the Company is not
among those companies required to submit such statements, the Company intends to
voluntarily file such certifications on Form 8-K on or before August 14, 2002.

INDUSTRY CONDITIONS

The worldwide  reinsurance and insurance  businesses are highly  competitive yet
cyclical by product and market.  The  terrorist  attacks on  September  11, 2001
resulted  in losses  which  reduced  industry  capacity  and were of  sufficient
magnitude to cause most individual companies to reassess their capital position,
tolerance  for risk,  exposure  control  mechanisms  and the  pricing  terms and
conditions  at which they are willing to take on risk.  The gradual and variable
improving  trend that had been apparent  through 2000 and earlier in 2001 firmed
significantly. This firming generally took the form of immediate and significant
upward pressure on prices, more restrictive terms and conditions and a reduction
of coverage  limits and capacity  availability.  Such pressures were  widespread
with  variability  depending  on the product and  markets  involved,  but mainly
depending on the characteristics of the underlying risk exposures. The magnitude
of the changes was sufficient to create temporary disequilibrium in some markets
as individual  buyers and sellers  adapted to changes in both their internal and
market dynamics. Thus far in 2002, our markets have generally continued to firm.

These  changes  reflect a reversal of the general  trend from 1987  through 1999
toward  increasingly  competitive  global market conditions across most lines of
business as reflected by decreasing  prices and broadening  contract terms.  The
earlier  trend  resulted  from a number of factors,  including  the emergence of
significant  reinsurance  capacity  in  Bermuda,  changes in the Lloyds  market,
consolidation  and increased  capital  levels in the  insurance and  reinsurance
industries,  as well as the emergence of new reinsurance and financial  products
addressing traditional exposures in alternative fashions.  Many of these factors
continue to exist and may be amplified as the result of market changes since the
September 11th attacks.  As a result,  although the Company is encouraged by the
recent improvements,  and more generally, current market conditions, the Company
cannot  predict with any reasonable  certainty  whether and to what extent these
improvements will persist.

                                       17




SEGMENT INFORMATION

The  Company,  through  its  subsidiaries,   operates  in  five  segments:  U.S.
Reinsurance,  U.S. Insurance,  Specialty Reinsurance,  International Reinsurance
and Bermuda. The U.S. Reinsurance  operation writes property and casualty treaty
reinsurance  through  reinsurance  brokers  as  well  as  directly  with  ceding
companies  within the United  States,  in addition  to  property,  casualty  and
specialty  facultative  reinsurance  through  brokers and  directly  with ceding
companies within the United States. The U.S. Insurance operation writes property
and casualty insurance primarily through general agent relationships and surplus
lines brokers  within the United  States.  The Specialty  Reinsurance  operation
writes accident and health ("A&H"),  marine, aviation and surety business within
the United  States and  worldwide  through  brokers  and  directly  with  ceding
companies. The International  Reinsurance operation writes property and casualty
reinsurance through the Company's branches in London,  Canada and Singapore,  in
addition  to  foreign  "home-office"  business.  The  Bermuda  operation  writes
property,  casualty, life and annuity business through brokers and directly with
ceding companies.

The  non-Bermuda  segments are managed in a carefully  coordinated  fashion with
strong  elements  of  central  control,   including  with  respect  to  capital,
investments and support operations. The Bermuda segment is managed independently
with strong alignment with respect to capital,  investment and support operation
strategies.  As a  result,  management  monitors  and  evaluates  the  financial
performance of all of the Company's  operating  segments  principally based upon
their underwriting results. The Company utilizes inter-affiliate reinsurance and
such  reinsurance does not impact segment results as business is reported in the
unit  responsible  for the  business as initially  written  with third  parties,
generally within the segment in which the business was first produced.

THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THREE MONTHS ENDED JUNE 30, 2001

PREMIUMS.  Gross premiums written increased 30.1% to $630.1 million in the three
months  ended June 30, 2002 from $484.3  million in the three  months ended June
30, 2001 as the Company took advantage of selected growth  opportunities,  while
continuing to maintain a disciplined underwriting approach. Premium growth areas
included a 78.0%  ($97.1  million)  increase  in the U.S.  Insurance  operation,
principally  attributable to growth in workers' compensation  insurance, a 40.4%
($35.9 million)  increase in the  International  Reinsurance  operation,  mainly
attributable to growth in the London, Canada and Latin American markets, a 15.3%
($15.9 million)  increase in the Specialty  Reinsurance  operation,  principally
attributable  to growth in A&H medical  stop loss  business,  and a $6.7 million
increase in the Bermuda  operation.  These increases were partially  offset by a
5.9% ($9.7  million)  decrease  in the U.S.  Reinsurance  operation  principally
attributable  to the  non-renewal  of business  during 2001 and early 2002.  The
Company continued to decline business that did not meet its objectives regarding
underwriting profitability.

Ceded  premiums  decreased  to $29.4  million in the three months ended June 30,
2002 from $65.8  million in the three months ended June 30, 2001.  This decrease
was  principally  attributable  to a  decrease  in  ceded  premiums  in the U.S.
Insurance   operation  as  a  result  of  changes  in  this  segment's  specific
reinsurance  programs.  Ceded  premiums for the three months ended June 30, 2001
included $15.4 million in adjustment  premiums relating to claims made under the
1999 accident year aggregate  excess of loss element of the Company's  corporate
retrocessional program.

                                       18



Net premiums  written  increased by 43.5% to $600.7  million in the three months
ended June 30, 2002 from $418.5 million in the three months ended June 30, 2001.
This increase was consistent with the increase in gross premiums written and the
decrease in ceded premiums.

PREMIUM  REVENUES.  Net premiums earned  increased by 27.9% to $502.3 million in
the three  months  ended June 30, 2002 from $392.8  million in the three  months
ended June 30, 2001.  Contributing  to this increase was a 95.7% ($65.4 million)
increase in the U.S.  Insurance  operation,  a 30.1% ($25.1 million) increase in
the International Reinsurance operation, a 17.4% ($17.2 million) increase in the
Specialty  Reinsurance  operation and a 1.5% ($2.1 million) increase in the U.S.
Reinsurance  operation.  These increases were partially offset by a $0.3 million
decrease in the Bermuda operation. All of these changes reflect period to period
changes  in  net  written   premiums  and  business  mix  together  with  normal
variability  in earnings  patterns.  Business mix changes  occur not only as the
Company  shifts  emphasis  between  products,  lines of  business,  distribution
channels and markets but also as individual contracts renew or non-renew, almost
always with changes in coverage,  structure,  prices  and/or  terms,  and as new
contracts are accepted with coverages, structures, prices and/or terms different
from those of expiring contracts. As premium reporting and earnings and loss and
commission  characteristics  derive from the provisions of individual contracts,
the  continuous  turnover of individual  contracts,  arising from both strategic
shifts  and  day  to  day  underwriting,  can  and  does  introduce  appreciable
background variability in various underwriting line items.

EXPENSES.  Incurred loss and loss adjustment expenses ("LAE") increased by 21.0%
to $353.2 million in the three months ended June 30, 2002 from $291.9 million in
the three months ended June 30,  2001.  The increase in incurred  losses and LAE
was  principally  attributable  to the increase in net premiums  earned and also
reflects the impact of changes in the Company's mix of business. Incurred losses
and LAE include  catastrophe  losses,  which  include the impact of both current
period events and favorable and unfavorable  development on prior period events,
and are net of reinsurance. A catastrophe is an event that causes a pre-tax loss
on property  exposures of at least $5.0 million and has an event date of January
1, 1988 or later.  Catastrophe  losses,  net of contract  specific  cessions but
before cessions under the corporate retrocessional program, were $0.3 million in
the three months ended June 30, 2002 compared to net catastrophe losses of $13.9
million in the three months ended June 30, 2001. Incurred losses and LAE for the
three months ended June 30, 2002 reflected ceded losses and LAE of $34.9 million
compared  to ceded  losses and LAE in the three  months  ended June 30,  2001 of
$74.4 million. The ceded losses and LAE for the three months ended June 30, 2001
included  $29.0 million of losses ceded under the 1999  accident year  aggregate
excess of loss component of the Company's corporate retrocessional program.

Contributing  to the  increase  in incurred  losses and LAE in the three  months
ended June 30,  2002 from the three  months  ended  June 30,  2001 were a 102.3%
($50.2 million) increase in the U.S. Insurance operation principally  reflecting
increased  premium  volume  coupled  with  changes  in this  segment's  specific
reinsurance  programs,  a  19.8%  ($14.5  million)  increase  in  the  Specialty
Reinsurance  operation  principally  attributable to increased premium volume in
A&H business and a 14.5% ($8.4 million) increase in the International  operation
reflecting  increased  premium  volume,  partially  offset by lower  catastrophe
losses.  These  increases  were  partially  offset  by a 10.7%  ($11.5  million)
decrease  in  the  U.S.  Reinsurance  operation,  principally  reflecting  lower
catastrophe  losses  and a  $0.3  million  decrease  in the  Bermuda  operation.

                                       19


Incurred  losses and LAE for each  operation  were also impacted by  variability
relating to changes in the level of premium  volume and mix of business by class
and type.

The Company's loss and LAE ratio ("loss ratio"), which is calculated by dividing
incurred losses and LAE by premiums earned,  decreased by 4.0 percentage  points
to 70.3% in the three  months ended June 30, 2002 from 74.3% in the three months
ended June 30, 2001 reflecting the incurred losses and LAE discussed  above. The
following  table  shows  the loss  ratios  for each of the  Company's  operating
segments for the three months ended June 30, 2002 and 2001.  The loss ratios for
all operations were impacted by the factors noted above.



                                      Operating Segment Loss Ratios
--------------------------------------------------------------------------------------------
              Segment                              2002                                2001
--------------------------------------------------------------------------------------------
                                                                                 

U.S. Reinsurance                                   68.6%                               78.0%
U.S. Insurance                                     74.2%                               71.8%
Specialty Reinsurance                              75.8%                               74.2%
International Reinsurance                          61.1%                               69.4%
Bermuda                                            98.2%                               99.7%


Underwriting  expenses  increased by 22.8% to $137.0 million in the three months
ended June 30, 2002 from $111.6 million in the three months ended June 30, 2001.
Commission,  brokerage,  taxes and fees increased by $23.2 million,  principally
reflecting increases in premium volume and changes in the mix of business. Other
underwriting  expenses  increased  by  $2.2  million  as  the  Company  expanded
operations  to support its  increased  business  volume.  Contributing  to these
underwriting expense increases were a 86.3% ($15.5 million) increase in the U.S.
Insurance   operation,   a  39.0%  ($9.8  million)  increase  in  the  Specialty
Reinsurance  operation  and a $1.8  million  increase in the Bermuda  operation.
These increases were partially  offset by a 5.5% ($1.4 million)  decrease in the
International  operation  and  a  0.5%  ($0.2  million)  decrease  in  the  U.S.
Reinsurance  operation.  The changes for each operation's  expenses  principally
resulted  from  changes  in  commission  expenses  related to changes in premium
volume and business mix by class and type and, in some cases, changes in the use
of specific  reinsurance  and the  underwriting  performance  of the  underlying
business.   The  Company's  expense  ratio,  which  is  calculated  by  dividing
underwriting  expenses by premiums earned, was 27.3 % for the three months ended
June 30, 2002 compared to 28.4% for the three months ended June 30, 2001.

The Company's  combined ratio,  which is the sum of the loss and expense ratios,
decreased by 5.1  percentage  points to 97.6% in the three months ended June 30,
2002  compared to 102.7% in the three months ended June 30, 2001.  The following
table shows the combined ratios for each of the Company's operating segments for
the three  months  ended June 30,  2002 and 2001.  The  combined  ratios for all
operations were impacted by the loss and expense ratio variability noted above.



                                       20





                                    Operating Segment Combined Ratios
--------------------------------------------------------------------------------------------
              Segment                              2002                                2001
--------------------------------------------------------------------------------------------
                                                                                

U.S. Reinsurance                                   98.2%                              107.9%
U.S. Insurance                                     99.2%                               98.0%
Specialty Reinsurance                             105.9%                               99.7%
International Reinsurance                          83.1%                               99.8%
Bermuda                                           162.4%                              106.5%


INVESTMENT RESULTS. Net investment income increased 4.3% to $90.8 million in the
three  months  ended June 30, 2002 from $87.1  million in the three months ended
June 30,  2001,  principally  reflecting  the  effects of  investing  the $537.3
million of cash flow from  operations  in the twelve months ended June 30, 2002,
and $345.8  million of net proceeds from a secondary  stock offering in February
2002,  partially  offset by the effects of the lower interest rate  environment.
The following table shows a comparison of various  investment  yields as of June
30, 2002 and December 31, 2001, respectively, and for the periods ended June 30,
2002 and 2001, respectively.




                                                                           2002                2001
                                                                           ------------------------
                                                                                         

Imbedded pre-tax yield of cash and invested
 assets at June 30, 2002 and December 31, 2001                             5.8%                6.0%
Imbedded after-tax yield of cash and invested
 assets at June 30, 2002 and December 31, 2001                             4.9%                5.0%
Annualized pre-tax yield on average cash and
 invested assets for the three months ended June 30,
 2002 and 2001                                                             5.9%                6.5%
Annualized after-tax yield on average cash and
 invested assets for the three months ended June 30,
 2002 and 2001                                                             4.9%                5.2%


Net realized  capital  losses were $31.0  million in the three months ended June
30, 2002,  reflecting  realized  capital losses on the Company's  investments of
$65.8 million, which included $61.2 million relating to write-downs in the value
of securities,  of which $33.0 million were for WorldCom,  deemed to be impaired
on an other than temporary basis,  partially offset by $34.8 million of realized
capital  gains,  compared to net realized  capital  gains of $3.9 million in the
three months ended June 30, 2001.  The net realized  capital  gains in the three
months ended June 30, 2001  reflected  realized  capital gains of $20.8 million,
partially  offset by $16.9 million of realized  capital  losses,  which included
$12.0 million  relating to write-downs  in the value of securities  deemed to be
impaired on an other than temporary basis.

Interest  expense for the three  months  ended June 30,  2002 was $10.6  million
compared to $11.5  million for the three months  ended June 30,  2001.  Interest
expense for the three months ended June 30, 2002 reflects $9.7 million  relating
to Holdings'  issuance of senior  notes and $0.9  million  relating to Holdings'
borrowings under it's revolving credit facility.  Interest expense for the three
months ended June 30, 2001 reflects $9.7 million relating to Holdings'  issuance
of senior notes and $1.8  million  relating to  Holdings'  borrowings  under its
revolving credit facility.

                                       21



Other expense for the three months ended June 30, 2002 was $2.9 million compared
to other  income of $1.1  million  for the three  months  ended  June 30,  2001.
Significant  contributors  to other  expense for the three months ended June 30,
2002 were foreign exchange  losses,  normal  provision for  uncollectible  audit
premium  in the  U.S.  Insurance  operation  and the  amortization  of  deferred
expenses relating to Holdings' issuance of senior notes, partially offset by fee
income.  Other  income  for the three  months  ended June 30,  2001  principally
included  foreign  exchange  gains  and  fee  income,  partially  offset  by the
amortization  of  deferred  expenses  relating to  Holdings'  issuance of senior
notes.  The foreign  exchange gains and losses for both periods are attributable
to fluctuations in foreign currency exchange rates.

The  Company  has a small  number of credit  default  swaps,  which it no longer
offers,  and  specialized  equity put  options in its product  portfolio.  These
products  meet the  definition  of a derivative  under FAS 133.  Net  derivative
expense,  essentially  reflecting changes in fair value, from these transactions
for the three  months  ended June 30,  2002 was $4.9  million  compared  to $0.0
million  for the three  months  ended  June 30,  2001.  Net  after tax  exposure
remaining on the credit default agreements is $2.0 million.

INCOME TAXES. The Company  recognized  income tax expense of $0.1 million in the
three months ended June 30, 2002  compared to $12.6  million in the three months
ended June 30, 2001 principally  reflecting  increased  taxable realized capital
losses,  offset by improved  underwriting  and investment  results and decreased
interest expense.

NET INCOME. Net income was $53.4 million in the three months ended June 30, 2002
compared to $57.3 million in the three months ended June 30, 2001. This decrease
generally reflects the increase in realized capital losses,  partially offset by
improved underwriting and investment results and decreased interest expense.

SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30, 2001

PREMIUMS.  Gross premiums written increased 35.7% to $1,226.4 million in the six
months ended June 30, 2002 from $903.7  million in the six months ended June 30,
2001 as the Company  took  advantage  of selected  growth  opportunities,  while
continuing to maintain a disciplined underwriting approach. Premium growth areas
included a 67.0%  ($168.7  million)  increase in the U.S.  Insurance  operation,
principally  attributable to growth in workers' compensation  insurance, a 33.9%
($55.6 million)  increase in the  International  Reinsurance  operation,  mainly
attributable to growth in the London, Canada and Latin American markets, a 18.8%
($37.5 million)  increase in the Specialty  Reinsurance  operation,  principally
attributable  to  growth  in A&H  medical  stop loss  business,  a 17.9%  ($51.1
million) increase in the U.S. Reinsurance  operation primarily reflecting growth
across property and casualty lines,  and a $9.7 million  increase in the Bermuda
operation.  The  Company  continued  to decline  business  that did not meet its
objectives regarding underwriting profitability.

Ceded premiums  decreased to $60.7 million in the six months ended June 30, 2002
from $97.9  million in the six months  ended June 30,  2001.  This  decrease was
principally  attributable to a decrease in ceded premiums in the U.S.  Insurance
operation  as a  result  of  changes  in  this  segment's  specific  reinsurance
programs. Ceded premiums for the three months ended June 30, 2001 included $15.4
million in adjustment  premiums  relating to claims made under the 1999 accident
year aggregate excess of loss element of the Company's corporate  retrocessional
program.

                                       22



Net premiums  written  increased by 44.7% to $1,165.7  million in the six months
ended June 30, 2002 from $805.8  million in the six months  ended June 30, 2001.
This increase was consistent with the increase in gross premiums written and the
decrease in ceded premiums.

PREMIUM  REVENUES.  Net premiums earned  increased by 37.7% to $993.5 million in
the six months  ended June 30, 2002 from $721.3  million in the six months ended
June 30, 2001.  Contributing  to this  increase were a 101.4%  ($122.1  million)
increase in the U.S.  Insurance  operation,  a 28.1% ($69.5 million) increase in
the  U.S.  Reinsurance  operation,  a  25.2%  ($39.4  million)  increase  in the
International  Reinsurance  operation,  a 19.6% ($37.8 million)  increase in the
Specialty  Reinsurance  operation  and a $3.4  million  increase  in the Bermuda
operation.  All of these changes reflect period to period changes in net written
premiums and business mix together with normal variability in earnings patterns.

EXPENSES.  Incurred loss and LAE increased by 31.9% to $705.7 million in the six
months ended June 30, 2002 from $535.1  million in the six months ended June 30,
2001. The increase in incurred  losses and LAE was  principally  attributable to
the increase in net premiums  earned and also  reflects the impact of changes in
the  Company's  mix of  business.  Incurred  losses and LAE include  catastrophe
losses,  which include the impact of both current period  events,  and favorable
and unfavorable development on prior period events and are net of reinsurance. A
catastrophe  is an event that causes a pre-tax loss on property  exposures of at
least  $5.0  million  and  has an  event  date of  January  1,  1988  or  later.
Catastrophe  losses, net of contract specific cessions but before cessions under
the corporate  retrocessional program, were $1.6 million in the six months ended
June 30, 2002  compared to net  catastrophe  losses of $28.7  million in the six
months  ended June 30,  2001.  Incurred  losses and LAE for the six months ended
June 30, 2002 reflected ceded losses and LAE of $72.9 million  compared to ceded
losses and LAE in the six  months  ended June 30,  2001 of $106.6  million.  The
ceded  losses and LAE for the three months  ended June 30, 2001  included  $29.0
million of losses ceded under the 1999  accident year  aggregate  excess of loss
component of the Company's corporate retrocessional program.

Contributing  to the increase in incurred losses and LAE in the six months ended
June 30,  2002 from the six  months  ended  June 30,  2001 were a 108.6%  ($93.7
million)  increase  in  the  U.S.  Insurance  operation  principally  reflecting
increased  premium  volume  coupled  with  changes  in this  segment's  specific
reinsurance  programs,  a 20.0% ($36.7 million) increase in the U.S. Reinsurance
operation  and a 17.9% ($26.6  million)  increase in the  Specialty  Reinsurance
operation,  both  principally  attributable to increased  premium volume, a 9.1%
($10.3 million) increase in the  International  operation  reflecting  increased
premium volume,  partially offset by lower catastrophe losses and a $3.3 million
increase in the Bermuda  operation.  Incurred  losses and LAE for each operation
were also  impacted by  variability  relating to changes in the level of premium
volume and mix of business by class and type.

The Company's loss ratio decreased by 3.2 percentage  points to 71.0% in the six
months  ended June 30,  2002 from 74.2% in the six  months  ended June 30,  2001
reflecting  the incurred  losses and LAE discussed  above.  The following  table
shows the loss ratios for each of the Company's  operating  segments for the six
months  ended June 30, 2002 and 2001.  The loss ratios for all  operations  were
impacted by the factors noted above.

                                       23





                                      Operating Segment Loss Ratios
--------------------------------------------------------------------------------------------
              Segment                              2002                                2001
--------------------------------------------------------------------------------------------
                                                                                

U.S. Reinsurance                                   69.4%                               74.0%
U.S. Insurance                                     74.2%                               71.6%
Specialty Reinsurance                              75.7%                               76.8%
International Reinsurance                          63.1%                               72.4%
Bermuda                                           101.8%                              104.3%



Underwriting  expenses  increased  by 31.7% to $272.2  million in the six months
ended June 30, 2002 from $206.7  million in the six months  ended June 30, 2001.
Commission,  brokerage,  taxes and fees increased by $62.3 million,  principally
reflecting increases in premium volume and changes in the mix of business. Other
underwriting  expenses  increased  by $3.3  million as the Company  expanded its
operations  to support its  increased  business  volume.  Contributing  to these
underwriting expense increases were a 74.5% ($26.4 million) increase in the U.S.
Insurance  operation,   a  37.9%  ($19.1  million)  increase  in  the  Specialty
Reinsurance  operation, a 28.9% ($20.6 million) increase in the U.S. Reinsurance
operation and a $2.4 million increase in the Bermuda operation.  These increases
were  partially  offset by a 5.5% ($2.5 million)  decrease in the  International
operation.  The changes for each operation's  expenses principally resulted from
changes in commission expenses related to changes in premium volume and business
mix by  class  and type  and,  in some  cases,  changes  in the use of  specific
reinsurance and the  underwriting  performance of the underlying  business.  The
Company's  expense  ratio was  27.4%  for the six  months  ended  June 30,  2002
compared to 28.6% for the six months ended June 30, 2001.

The Company's  combined ratio decreased by 4.4 percentage points to 98.4% in the
six months  ended June 30, 2002  compared to 102.8% in the six months ended June
30,  2001.  The  following  table  shows  the  combined  ratios  for each of the
Company's  operating  segments  for the six months ended June 30, 2002 and 2001.
The combined  ratios for all  operations  were  impacted by the loss and expense
ratio variability noted above.



                                    Operating Segment Combined Ratios
--------------------------------------------------------------------------------------------
              Segment                              2002                                2001
--------------------------------------------------------------------------------------------
                                                                                
U.S. Reinsurance                                   98.3%                              102.8%
U.S. Insurance                                     99.7%                              101.0%
Specialty Reinsurance                             105.9%                              103.0%
International Reinsurance                          85.5%                              102.0%
Bermuda                                           151.0%                              133.4%


INVESTMENT  RESULTS.  Net investment  income increased 1.8% to $176.4 million in
the six months  ended June 30, 2002 from $173.3  million in the six months ended
June 30,  2001,  principally  reflecting  the  effects of  investing  the $537.3
million of cash flow from  operations  in the twelve months ended June 30, 2002,
and $345.8  million of net proceeds from a secondary  stock offering in February
2002,  partially  offset by the effects of the lower interest rate  environment.
The following table shows a comparison of various  investment  yields as of June
30, 2002 and December 31, 2001, respectively, and for the periods ended June 30,
2002 and 2001, respectively.

                                       24





                                                                    2002                2001
                                                                    ------------------------

                                                                                  

Imbedded pre-tax yield of cash and invested
 assets at June 30, 2002 and December 31, 2001                      5.8%                6.0%
Imbedded after-tax yield of cash and invested
 assets at June 30, 2002 and December 31, 2001                      4.9%                5.0%
Annualized pre-tax yield on average cash and
 invested assets for the six months ended June 30,
 2002 and 2001                                                      5.9%                6.4%
Annualized after-tax yield on average cash and
 invested assets for the six months ended June 30,
 2002 and 2001                                                      4.9%                5.2%



Net realized  capital losses were $34.9 million in the six months ended June 30,
2002,  reflecting realized capital losses on the Company's  investments of $75.5
million,  which included  $65.1 million  relating to write-downs in the value of
securities,  of which $33.0 million were for WorldCom,  deemed to be impaired on
an other than  temporary  basis,  partially  offset by $40.6 million of realized
capital  gains,  compared to net realized  capital losses of $1.1 million in the
six months ended June 30, 2001. The net realized capital gains in the six months
ended June 30, 2001 reflected  realized  capital losses of $22.6 million,  which
included $12.0 million relating to write-downs in the value of securities deemed
to be  impaired  on an other than  temporary  basis,  partially  offset by $21.5
million of realized capital gains.

Interest  expense  for the six  months  ended  June 30,  2002 was $21.2  million
compared  to $24.0  million  for the six months  ended June 30,  2001.  Interest
expense for the six months ended June 30, 2002 reflects  $19.5 million  relating
to Holdings'  issuance of senior  notes and $1.7  million  relating to Holdings'
borrowings under it's revolving  credit  facility.  Interest expense for the six
months ended June 30, 2001 reflects $19.5 million relating to Holdings' issuance
of senior notes and $4.5  million  relating to  Holdings'  borrowings  under its
revolving credit facility.

Other  expense for the six months ended June 30, 2002 was $1.6 million  compared
to other  income  of $2.0  million  for the six  months  ended  June  30,  2001.
Significant contributors to other expense for the six months ended June 30, 2002
were foreign exchange losses,  normal provision for uncollectible  audit premium
in the U.S.  Insurance  operation  and the  amortization  of  deferred  expenses
relating to Holdings' issuance of senior notes,  partially offset by fee income.
Other income for the six months ended June 30, 2001 principally included foreign
exchange gains and fee income,  partially offset by the amortization of deferred
expenses  relating to Holdings'  issuance of senior notes.  The foreign exchange
gains and losses for both periods are  attributable  to  fluctuations in foreign
currency exchange rates.

The  Company  has a small  number of credit  default  swaps,  which it no longer
offers,  and  specialized  equity put  options in its product  portfolio.  These
products  meet the  definition  of a derivative  under FAS 133.  Net  derivative
expense,  essentially  reflecting changes in fair value, from these transactions
for the six months ended June 30, 2002 was $5.1 million compared to $0.7 million
for the six months  ended June 30,  2001.  Net after tax  exposure  remaining on
the credit default agreements is $2.0 million.

                                       25


INCOME TAXES. The Company  recognized income tax expense of $14.8 million in the
six months ended June 30, 2002 compared to $21.6 million in the six months ended
June 30,  2001  principally  reflecting  improved  underwriting  and  investment
results and decreased  interest  expense,  offset by increased  taxable realized
capital losses.

NET INCOME.  Net income was $114.5 million in the six months ended June 30, 2002
compared to $107.4 million in the six months ended June 30, 2001.  This increase
generally  reflects  the  improved   underwriting  and  investment  results  and
decreased  interest  expense,  partially  offset by increased  realized  capital
losses.


FINANCIAL CONDITION

INVESTED  ASSETS.  Aggregate  invested  assets,  including  cash and  short-term
investments,  were  $6,418.6  million at June 30, 2002 and  $5,783.5  million at
December 31, 2001. The increase in invested assets between December 31, 2001 and
June 30,  2002  resulted  primarily  from $346.3  million of  proceeds  from the
Company's secondary offering of 5,000,000 common shares on February 27, 2002 and
$275.1  million in cash flows from  operations  generated  during the six months
ended  June 30,  2002,  partially  offset  by $37.3  million  in net  unrealized
depreciation of the Company's investments.

LOSS AND LAE RESERVES.  Gross loss and LAE reserves  totaled $4,438.6 million at
June 30, 2002 and $4,278.3 million at December 31, 2001. The increase during the
six months ended June 30, 2002 was primarily  attributable  to increased  earned
premiums and normal variability in claim settlements.

The Company's net loss and LAE reserves  relating to asbestos and  environmental
exposures  were $544.2  million and $568.6 million at June 30, 2002 and December
31, 2001, respectively. Industry analysts have developed a measurement, known as
the survival  ratio,  to compare the asbestos and  environmental  reserves among
companies with such liabilities.  The survival ratio is typically  calculated by
dividing a company's current reserves by the three-year  average of paid losses,
and  therefore  measures  the number of years that it would take to exhaust  the
current reserves based on historical  payment patterns.  Using this measurement,
the Company's net three-year  asbestos and environmental  survival ratio was 8.7
years  and 9.8  years at June 30,  2002 and  December  31,  2001,  respectively.
Adjusting these to include the effect of $126.4 million of available reinsurance
on the next $160.0 million of potential future reserve strengthening at June 30,
2002 and $137.8  million of available  reinsurance on the next $160.0 million of
potential  future reserve  strengthening at December 31, 2001, the measures rise
to the  equivalent  of 10.8  years  and 12.1  years  respectively.  Because  the
survival  ratio  was  developed  as a measure  of  reserve  strength  and not of
absolute  reserve  adequacy,  the Company  considers,  but does not rely on, the
survival ratio when evaluating its reserves.

SHAREHOLDERS'  EQUITY. The Company's  shareholders' equity increased to $2,146.0
million as of June 30,  2002,  from  $1,720.5  million as of December  31, 2001,
principally  reflecting $346.3 million of proceeds from the Company's  secondary
offering  of  5,000,000  common  shares on  February  27, 2002 and net income of
$114.5 million for the six months ended June 30, 2002,  partially  offset by net
unrealized depreciation of $31.0 million on the Company's investments. Dividends
of $8.2  million  were  declared and paid by the Company in the six months ended
June 30, 2002. At June 30, 2002,  2.180 million  shares  remained  available for


                                       26

repurchase under the Company's existing repurchase  authorization.  Between July
1, 2002 and  August 6,  2002,  Holdings  repurchased  450,000  shares of Group's
common  stock at an  average  price of $50.86 per share.  The  Company  has 1.73
million shares remaining under its existing repurchase authorization.

LIQUIDITY AND CAPITAL RESOURCES

CAPITAL.  The  Company's  business  operations  are  in  part  dependent  on the
Company's financial  strength,  and the market's perception thereof, as measured
in part by shareholders' equity, which was $2,146.0 million and $1,720.5 million
at  June  30,  2002  and  December  31,  2001,  respectively.  The  Company  has
flexibility  with  respect  to  capitalization  as the  result of its  perceived
financial  strength,  including  its financial  strength  ratings as assigned by
independent rating agencies,  and its access to the debt and equity markets. The
Company  continuously  monitors its capital and financial  position,  as well as
investment and security  market  conditions,  in general and with respect to the
Company's securities, and responds accordingly. On November 7, 2001, the Company
filed a shelf  registration  statement  on Form  S-3  with  the  Securities  and
Exchange  Commission,  which  provided for the issuance of up to $575 million of
common equity. On February 27, 2002,  pursuant to this  registration  statement,
the Company  completed an offering of 5,000,000 of its common  shares at a price
of $69.25  per share,  which  resulted  in $346.3  million  of  proceeds  before
expenses of approximately $0.5 million related to the offering.  The Company has
used the net proceeds for working capital and general  corporate  purposes.  The
remaining  amount available under this shelf  registration  statement as of June
30, 2002 was $228.7 million.

On July 30, 2002, the Company filed a shelf  registration  statement on Form S-3
with the Securities and Exchange Commission,  which provides for the issuance of
up to $475.0 million of  securities.  Generally,  under this shelf  registration
statement,  Group may issue common shares,  preferred shares, debt, warrants and
hybrid  securities,  Holdings may issue debt securities and warrants and Everest
Re Capital Trust may issue trust preferred  securities.  This shelf registration
statement,  once  effective,  will  replace the  existing  common  equity  shelf
registration statement of the Company.

LIQUIDITY. The Company's current investment strategy seeks to maximize after-tax
income  through a high quality,  diversified,  taxable bond and  tax-preferenced
fixed maturity portfolio,  while maintaining an adequate level of liquidity. The
Company's   mix  of  taxable  and   tax-preferenced   investments   is  adjusted
continuously,  consistent  with the Company's  current and  projected  operating
results, market conditions and tax position.  Additionally,  the Company invests
in equity  securities,  which it believes will enhance the  risk-adjusted  total
return of the investment portfolio.

The  Company's  liquidity  requirements  are met on both a short- and  long-term
basis by funds  provided by premiums  collected,  investment  income,  collected
reinsurance  receivables  balances and from the sale and maturity of investments
together with the  availability  of funds under the Company's  revolving  credit
facility.  The Company's net cash flows from  operating  activities  were $169.6
million  and $275.1  million in the three and six  months  ended June 30,  2002,
respectively,  compared to $80.3 million and $143.8 million in the three and six
months ended June 30, 2001,  respectively.  The following table shows cash flows
from  operating  activities,  as well as the impacts of select  transactions  on
those cash flows, for the three and six months ended June 30, 2002 and 2001.

                                       27





---------------------------------------------------------------------------------------------------------
                                                     Three Months Ended              Six Months Ended
                                                          June 30,                       June 30,
                                                    2002           2001            2002           2001
---------------------------------------------------------------------------------------------------------
                                                                                      

Cash flow from operations                           $ 169.6        $  80.3         $ 275.1        $ 143.8
  Catastrophe loss payments                            15.7           10.0            31.5           14.0
  Derivative settlement payments                        0.0            0.0            23.8            0.0
  Net tax payments *                                   10.8           51.9           (6.6)           54.5
                                                    -----------------------------------------------------
Cash flow from operations, net of adjustments
                                                    $ 195.8        $ 142.2         $ 323.3        $ 212.3
                                                    -----------------------------------------------------

*    Net tax payments for the three and six months ended June 30, 2001 reflect a
     $35.0 million  payment to the Internal  Revenue  Service in connection with
     the Company's 1997 tax year liabilities.  This one time payment effectively
     settled a deferred tax liability  relating to the tax basis losses incurred
     for the 1997 tax year. This payment, which relates to a timing item, had no
     impact to the Company's results of operations for the period.


Management believes that net cash flows from operating  activities are generally
consistent with expectations given the Company's investment  strategies,  mix of
business and the normal  variability  of premium  collections  and the payout of
loss reserves.

Proceeds from sales, calls and maturities and investment asset acquisitions were
$1,413.8  million and $1,980.8  million,  respectively,  in the six months ended
June 30, 2002, compared to $768.4 million and $863.6 million,  respectively,  in
the six months ended June 30, 2001.  Proceeds from sales,  calls and  maturities
and  investment  asset  acquisitions  were $822.2  million  and $975.0  million,
respectively,  in the three  months  ended  June 30,  2002,  compared  to $438.6
million and $571.4  million,  respectively,  in the three  months ended June 30,
2001.

On December 21, 1999, Holdings entered into a three-year senior revolving credit
facility  with a  syndicate  of lenders  (the  "Credit  Facility).  First  Union
National Bank is the  administrative  agent for the Credit Facility.  The Credit
Facility  is used for  liquidity  and  general  corporate  purposes.  The Credit
Facility  provides for the borrowing of up to $150.0  million with interest at a
rate selected by Holdings  equal to either (i) the Base Rate (as defined  below)
or (ii) an adjusted London InterBank  Offered Rate ("LIBOR") plus a margin.  The
Base  Rate is the  higher of the rate of  interest  established  by First  Union
National Bank from time to time as its prime rate or the Federal Funds rate plus
0.5% per annum.  On December 18, 2000, the Credit Facility was amended to extend
the  borrowing  limit to $235.0  million for a period of 120 days.  This 120-day
period  expired  during the three  months  ended  March 31, 2001 after which the
limit reverted to $150.0 million.  The amount of margin and the fees payable for
the Credit Facility depend upon Holdings'  senior  unsecured debt rating.  Group
has guaranteed Holdings' obligations under the Credit Facility.

The Credit  Facility  requires  Group to maintain a debt to capital ratio of not
greater than 0.35 to 1, Holdings to maintain a minimum  interest  coverage ratio
of 2.5 to 1 and Everest Re to maintain its statutory  surplus at $850.0  million
plus 25% of aggregate net income and 25% of aggregate capital contributions.

During the three and six months ended June 30, 2002,  Holdings  made payments on
the Credit Facility of $0.0 million and $20.0 million, respectively, compared to
$0.0 million and $123.0  million  during the three and six months ended June 30,
2001.  During the three and six months ended June 30, 2002,  Holdings had Credit

                                       28


Facility borrowings of $0.0 million and $20.0 million, respectively, compared to
$2.0  million and $22.0  million  during the three and six months ended June 30,
2001. As of June 30, 2002 and 2001,  Holdings had  outstanding  Credit  Facility
borrowings of $105.0 million and $134.0 million, respectively.  Interest expense
incurred in connection  with these  borrowings was $0.9 million and $1.8 million
for the  three  months  ended  June 30,  2002 and 2001,  respectively,  and $1.7
million  and $4.5  million  for the six  months  ended  June 30,  2002 and 2001,
respectively.

During the first quarter of 2000, Holdings completed a public offering of $200.0
million  principal  amount of 8.75%  senior  notes due March 15, 2010 and $250.0
million  principal  amount of 8.5%  senior  notes due March 15,  2005.  Interest
expense  incurred in connection with these senior notes was $9.7 million for the
three months ended June 30, 2002 and 2001,  and $19.5 million for the six months
ended June 30, 2002 and 2001.

MARKET  SENSITIVE  INSTRUMENTS.  The  Company's  risks  associated  with  market
sensitive  instruments  have not  changed  materially  since  the  period  ended
December 31, 2001.

SAFE HARBOR DISCLOSURE.  This report contains forward-looking  statements within
the meaning of the U.S.  federal  securities  laws.  The Company  intends  these
forward-looking  statements  to be covered  by the safe  harbor  provisions  for
forward-looking  statements in the federal securities laws. In some cases, these
statements can be identified by the use of forward-looking  words such as "may",
"will",  "should",   "could",   "anticipate",   "estimate",   "expect",  "plan",
"believe",  "predict",  "potential"  and  "intend".  Forward-looking  statements
contained in this report include  information  regarding the Company's  reserves
for losses and LAE, including estimates of the Company's  catastrophe  exposure.
Forward-looking  statements only reflect the Company's  expectations and are not
guarantees of performance.  These statements  involve risks,  uncertainties  and
assumptions.  Actual events or results may differ  materially from the Company's
expectations. Important factors that could cause the Company's actual results to
be materially  different from its expectations  include the  uncertainties  that
surround the estimating of reserves for losses and LAE, those  discussed in Note
4 to the Financial  Statements  included in this report and the risks  described
under the caption  "Risk  Factors" in the  Company's  most recent Report on Form
10-K.  The Company  undertakes no  obligation  to update or revise  publicly any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.

                                       29


Part I - Item 3


                             EVEREST RE GROUP, LTD.
                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK


MARKET RISK  INSTRUMENTS.  The Company's risks  associated with market sensitive
instruments  have not changed  materially  since the period  ended  December 31,
2001.


                                       30


                             EVEREST RE GROUP, LTD.

                                OTHER INFORMATION

Part II - ITEM 1. LEGAL PROCEEDINGS

The Company is involved  from time to time in ordinary  routine  litigation  and
arbitration proceedings incidental to its business. The Company does not believe
that there are any other material  pending legal  proceedings to which it or any
of its subsidiaries or their properties are subject.

Part II - ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a)  Exhibit Index:

    Exhibit No.    Description                                    Location
    -----------    -----------                                    --------


    11.1           Statement regarding computation of per         Filed herewith
                    share earnings

    99.1           CEO and CFO certification of Form 10-Q/A       Filed herewith

b)  A report on  Form 8-K  dated  August 13, 2002  was filed on August 13, 2002,
    reporting  the  voluntary  certification by Joseph V. Taranto, the Company's
    Chief  Executive  Officer,  and  Stephen  L. Limauro,  the  Company's  Chief
    Financial Officer, of the Company's 2001 annual  report on Form 10-K and all
    subsequent reports filed prior to such date.


Omitted  from  this Part II are items  which  are  inapplicable  or to which the
answer is negative for the period covered.



                                       31

                             EVEREST RE GROUP, LTD.

                                   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 thereunto duly authorized.

                                          Everest Re Group, Ltd.
                                               (Registrant)





                                          /S/ STEPHEN L. LIMAURO
                                          --------------------------------------
                                          Stephen L. Limauro
                                          Executive Vice President and Chief
                                          Financial Officer


                                          (Duly Authorized Officer and Principal
                                          Financial Officer)








Dated:  August 13, 2002