SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549
                           _________________________

                                SCHEDULE 13E-4
                                           
                         ISSUER TENDER OFFER STATEMENT
    (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
                                  (Final Amendment)
                                           
                      FUND AMERICAN ENTERPRISES HOLDINGS, INC.
                                  (Name of Issuer)
                                                      

                     FUND AMERICAN ENTERPRISES HOLDINGS, INC.
                       (Name of Person(s) Filing Statement)
                                            

                     COMMON STOCK, PAR VALUE $1.00 PER SHARE
                         (Title of Class of Securities)
                                           
                                   360768 10 5
                     (CUSIP Number of Class of Securities)
                                           
                                MICHAEL S. PAQUETTE
                            VICE PRESIDENT AND CONTROLLER
                       FUND AMERICAN ENTERPRISES HOLDINGS, INC.
                                 80 SOUTH MAIN STREET
                          HANOVER, NEW HAMPSHIRE 03755-2053
                                    (603) 640-2205
                                            
                                       COPY TO:
                               Philip A. Gelston, Esq.
                               Cravath, Swaine & Moore
                         825 Eighth Avenue - Worldwide Plaza 
                               New York, New York 10019
                                    (212) 474-1000
                                           
    (Name, Address and Telephone Number of Person Authorized to Receive Notices
          and Communications on Behalf of the Person(s) Filing Statement)
                                           
                                   NOVEMBER 3, 1997
                                           
       (Date Tender Offer First Published, Sent, or Given to Security Holders)
                                           
                                           
               TRANSACTION VALUE*                   AMOUNT OF FILING FEE*

                 $125,000,000                             $25,000

        *Based on $125.00 maximum tender offer cash price per share
         for 1,000,000 shares.
                                           
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
    and identify the filing with which the offsetting fee was previously paid.
    Identify the previous filing by registration statement number, or the Form
    or Schedule and the date of its filing.
          Amount Previously Paid:        $25,000
          Form or Registration No.:      Schedule 13E-4
          Filing Party:            Fund American Enterprises Holdings, Inc.
          Date Filed:              November 3, 1997




    This Final Amendment amends and supplements the Issuer Tender Offer 
Statement on Schedule 13E-4 originally filed on November 3,1997, and amended 
November 12, 1997 and December 3, 1997, relating to the invitation of Fund 
American Enterprises Holdings, Inc., a Delaware corporation (the "Company"), 
to its shareholders to tender up to 1,000,000 shares of its Common Stock, par 
value $1.00 per share (the "Shares"), to the Company at prices not greater 
than $125.00 per Share nor less than $105.00 per Share, upon the terms and 
subject to the conditions set forth in the Offer to Purchase dated November 
3, 1997 (the "Offer to Purchase"), and the related Letter of Transmittal 
(which together constitute the "Offer").

ITEM 8.  ADDITIONAL INFORMATION

    Item 8(e) is amended by adding the following paragraph:

    Based on the final tabulation from the Depositary, the Company accepted 
for payment 395,467 Shares at a purchase price of $125.00 per Share pursuant 
to the Offer.



                                      SIGNATURE



After due inquiry and to the best of my knowledge and belief, I certify that 
the information set forth in this statement is true, complete and correct.
         

                                       FUND AMERICAN ENTERPRISES HOLDINGS, INC.



December 8, 1997                       By:_____________________________________
                                          Michael S. Paquette
                                          Vice President and 
                                           Controller