c33488_8k

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 23, 2004

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XL CAPITAL LTD

(Exact name of registrant as specified in its charter)

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Cayman Islands
1-10809
98-0191089
(State or other jurisdiction
(Commission File Number)
(I.R.S. Employer Identification No.)
of incorporation)
 

XL House, One Bermudiana Road, Hamilton, Bermuda HM11
(Address of principal executive offices)

Registrant’s telephone number, including area code: (441) 292 8515

Not Applicable
(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

      On August 23, 2004, XL Capital Ltd issued the press release attached as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

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

Exhibit No.
Description
   
99.1
 Press Release (“XL CAPITAL LTD TO REDEEM ALL OF ITS OUTSTANDING LIQUID
  YIELD OPTION™ NOTES DUE 2021”) dated August 23, 2004.

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 hereunto duly authorized.

Date: August 23, 2004

 

      XL CAPITAL LTD
                (Registrant)
       
   
By:     
 /s/ Paul S. Giordano
     
      Name:   Paul S. Giordano
      Title: Executive Vice President,
        General Counsel & Secretary