SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                 _____________


                                   FORM 8-K

                                CURRENT REPORT

               Pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934


                               December 1, 1995
               Date of Report (Date of earliest event reported)


                   FUND AMERICAN ENTERPRISES HOLDINGS, INC.
            (Exact name of registrant as specified in its charter)


          Delaware                       1-8993               94-2708455
(State or other jurisdiction of       (Commission          (I.R.S. Employer
 incorporation or organization)       file number)        Identification No.)
 
                    The 1820 House, Norwich, Vermont 05055
                   (Address of principal executive offices)


                                (802) 649-3633
             (Registrant's telephone number, including area code)

 
Item 5.  Other Events.

On December 1, 1995, White Mountains Holdings, Inc., a wholly-owned subsidiary
of Fund American Enterprises Holdings, Inc., completed its acquisition of the
Oregon-based Valley Insurance Group, a full personal and commercial lines, for
$37.8 million. Also included in the transaction is the purchase of Skandia
subsidiary Charter, a Texas non-standard automobile insurer, which was purchased
for $3.3 million.

Valley writes a full line of business insurance and commercial auto, as well as
homeowners, personal umbrella and private passenger auto in Washington, Oregon
and California. Charter writes non-standard auto in Texas. Valley's annual
direct written premium is $75 million; Charter's is $70 million.



Item 7.  Financial Statements and Exhibits.

  (c) Exhibits.  The following exhibits are filed herewith:

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

    28 (a)                     Press Release dated December 1, 1995.

 
                                  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.



                                 FUND AMERICAN ENTERPRISES HOLDINGS, INC.



Dated: December 1, 1995          By: _________/s/______________
                                     Michael S. Paquette
                                     Vice President and
                                      Controller

 
                                                            Exhibit 28(a)
[LOGO OF WHITE MOUNTAINS
   INSURANCE COMPANY
     APPEARS HERE]                                             PRESS 
                                                              RELEASE
                                                        contact: Terry Baxter
                                                                802-649-2640


                           WHITE MOUNTAINS COMPLETES
                                 VALLEY PURCHASE

HANOVER, New Hampshire, December 1, 1995 - Today White Mountains completed its
acquisition of the Oregon-based Valley Insurance Group, a full personal and
commercial lines insurer. As previously announced, White Mountains has bought
Valley from Skandia America Corp for $37.8 million. Also included in the
transaction is the purchase of Skandia subsidiary Charter, a Texas non-standard
automobile insurer.

In addition to the purchase price, White Mountains will contribute up to $40
million of additional capital to support Valley's growth and product
development. White Mountains' Chairman Tom Kemp said, "The Valley Group fits
well with our family of regional companies, each close to the markets they serve
and focused on careful underwriting through independent agents. We are delighted
to welcome Dan Post and his team."

Valley writes a full line of business insurance and commercial auto, as well as
homeowners, personal umbrella and private passenger auto in Washington, Oregon
and California. Charter writes non-standard auto in Texas. Valley's annual
direct written premium is $75 million; Charter's is $70 million.

Since its formation earlier this year, White Mountains has assembled a $250
million family of insurance companies. In addition to Valley and Charter, and
White Mountains Insurance Company which writes commercial lines in New
Hampshire, White Mountains has an ownership interest in Main Street America, a
Keene, New Hampshire property/casualty insurer, and Financial Security Assurance
(FSA), a New York City based financial guaranty insurer.

White Mountains is a wholly-owned subsidiary of Fund American, a $1.8 billion
financial services holding company formerly the parent of Fireman's Fund
Insurance Company. Fund American is listed on the New York Stock Exchange (FFC)
and is headquartered in Norwich, Vermont.


                            WHITE MOUNTAINS HOLDINGS
                                1117 Elm Street
                           Manchester, New Hampshire
               (603)666-9642   (603)666-3650FAX   1-(800)422-9642