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
                                           
                                           
                                   October 9, 1997
                   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.)


                        80 South Main Street, Hanover NH 03755
                       (Address of principal executive offices)
                                           
                                           
                                    (603) 643-1567
                 (Registrant's telephone number, including area code)
                                            



Item 5.  Other Events.


    On October 15, 1997, the registrant issued a Press Release announcing the 
resignation of its Senior Vice President and Chief Financial Officer, Allan 
L. Waters, which was effective on October 8, 1997. Mr. Waters, who held the 
position of Chief Financial Officer since 1993, left the Company for personal 
reasons.  A copy of such Press Release is filed herewith as Exhibit 28(a) and 
is incorporated herein by reference thereto.

Item 7.  Financial Statements and Exhibits.

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

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


        28 (a)          Press Release of the registrant dated October 15, 1997.






                                      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:  October 15, 1997          By:______________/s/____________________     
                                     Michael S. Paquette
                                     Vice President and
                                      Controller

Fund                                        PRESS
American                                    RELEASE


                                            CONTACT: Terry Baxter
                                            603-640-2229





                               FUND AMERICAN CFO RESIGNS


HANOVER, New Hampshire, October 15, 1997 - Allan L. Waters has resigned as 
Fund American's Chief Financial Officer citing a desire to spend more time 
with his family. Waters has been CFO since 1993.

Fund American CEO Tom Kemp said, "We appreciate Allan's many contributions 
and wish him well." The company is reviewing candidates for Waters' 
replacement.

Fund American is listed on the New York Stock under the symbol FFC. 












                       Fund American Enterprises Holdings, Inc.
                                 80 South Main Street
                                Hanover, New Hampshire
                                    (603)-640-2229
                                 (603) 643-4562 (FAX)