===============================================================================+ UNITED STATES 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 Date of Report (Date of earliest event reported): July 28, 2004 ------------------------ XL CAPITAL LTD (Exact name of registrant as specified in its charter) ------------------------ Cayman Islands 1-10809 98-0191089 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 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) ================================================================================ Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed herewith: Exhibit No. Description ----------- ----------- 99.1 Press Release ("XL CAPITAL LTD REPORTS SECOND QUARTER 2004 NET INCOME OF $363.6 MILLION, OR $2.62 PER ORDINARY SHARE") dated July 28, 2004. Item 12. Results of Operations and Financial Condition. The following information is being furnished under Item 12, "Results of Operations and Financial Condition." This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On July 28, 2004, XL Capital Ltd issued the press release attached as Exhibit 99.1 and incorporated by reference announcing the results for the second quarter of 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: July 28, 2004 XL CAPITAL LTD (Registrant) By: /s/ Jerry de St. Paer ------------------------------------ Name: Jerry de St. Paer Title: Executive Vice President and Chief Financial Officer