FORM 8-A


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                     FOR REGISTRATION OF CERTAIN CLASSES OF
                   SECURITIES PURSUANT TO SECTION 12(b) OR (g)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.


                     Scottish Annuity & Life Holdings, Ltd.
                     --------------------------------------
             (Exact name of registrant as specified in its charter)

        Cayman Islands                                       N.A.
- ------------------------------                    -------------------------
(Jurisdiction of incorporation                          (IRS Employer
       or organization)                              Identification No.)

                            Crown House, Third Floor
                               4 Par-la-Ville Road
                             Hamilton, HM12 Bermuda
                                 (441) 298-4364

                    (Address of principal executive offices)

       Securities to be registered pursuant to Section 12(b) of the Act:

       Title of each class                  Name of each exchange on
       to be so registered                  which each class is to be registered
       -------------------                  ------------------------------------
       Ordinary Shares,                     New York Stock Exchange
       $.01 par value per share


     If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [x]

     If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]

     Securities Act registration statement file number to which this form
relates: 333-57227

     Securities to be registered pursuant to Section 12(g) of the Act: None





Item 1. Description of Registrant's Securities to be Registered.

     This Registration Statement relates to the registration of Ordinary Shares,
par value $.01 per share (the "Ordinary Shares"), of Scottish Annuity & Life
Holdings, Ltd., a Cayman Islands company (the "Company"), pursuant to Section
12(b) of the Securities Act of 1934, as amended. The Ordinary Shares are
expected to be listed on the New York Stock Exchange under the symbol "SCT." As
of the date of the filing of this Registration Statement, the Ordinary Shares
are quoted on the Nasdaq National Market under the ticker symbol "SCOT." Upon
commencement of trading of the Ordinary Shares on the New York Stock Exchange,
the Company intends to withdraw inclusion of the Ordinary Shares on the Nasdaq
National Market.

General

     The authorized share capital of the Company as of the date of this
Registration Statement is 100,000,000 Ordinary Shares, par value $.01 per share
(the "Ordinary Shares"), of which 20,144,956 Ordinary Shares were outstanding as
of January 11, 2002, and 50,000,000 Preferred Shares, par value $.01 per share
(the "Preferred Shares"), none of which were outstanding on January 11, 2002.
The outstanding Ordinary Shares are fully paid and nonassessable.

     The following summarizes certain provisions of the Memorandum of
Association (the "Memorandum") and the Articles of Association (the "Articles")
of the Company. Such summaries do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all of the provisions of
the Memorandum and the Articles, including the definitions therein of certain
terms. The Memorandum and the Articles are exhibits to this Registration
Statement.

Ordinary Shares

     There are no provisions of Cayman Islands law, the Memorandum or the
Articles that impose any limitation on the rights of shareholders to hold or
vote Ordinary Shares based on the fact that such shareholders are not residents
of the Cayman Islands. The Ordinary Shares will be subject to the express terms
of the Preferred Shares and any series thereof. Holders of the Ordinary Shares
have no pre-emptive, conversion or sinking fund rights.

     Dividend Rights. Holders of Ordinary Shares are entitled to receive
dividends ratably when and as declared by the Board of Directors from funds
legally available therefor, subject to prior payment of Preferred Shares, if
any.

     Liquidation. In the event of any dissolution, liquidation or winding-up of
the Company, whether voluntary or involuntary, after there are paid or set aside
for payment to creditors and the holders of any Preferred Shares the full
amounts to which they are entitled, the holders of the then outstanding Ordinary
Shares will be entitled to receive, pro rata according to the number of Ordinary
Shares registered in the names of such shareholders, any remaining assets of the
Company available for distribution to its shareholders.

     Voting Rights. The Articles provide that the quorum required for a general
meeting or extraordinary general meeting of the shareholders is the presence, in
person or by proxy, of persons holding at least 50% of the issued and
outstanding voting shares entitled to vote at such


                                       2




meeting (without giving effect to the limitation on voting rights described
below). A quorum for considering a "special resolution" is the presence, in
person or by proxy, of persons holding at least 66 2/3% of the issued and
outstanding voting shares entitled to vote at such meeting. Subject to
applicable law and any provision of the Articles requiring a greater majority,
the Company may from time to time by special resolution alter or amend the
Memorandum or Articles; voluntarily liquidate, dissolve or wind-up the affairs
of the Company; increase its share capital; consolidate and divide all or any of
its share capital; subdivide the whole or any part of its share capital; reduce
its share capital, any capital redemption reserve fund, or any share premium
account; or change its name or alter its purposes.

     Each holder of Ordinary Shares is entitled to one vote per share on all
matters submitted to a vote of shareholders at any meeting (subject to the
limitation on voting rights described below). All ordinary resolutions,
including the election of directors, voted upon at any duly held shareholders'
meeting at which a quorum is present will be carried by a majority of the votes
cast at the meeting by shareholders represented in person or by proxy. Special
resolutions, however, require the approval of at least 66 2/3% of the votes cast
by shareholders represented in person or by proxy at a duly convened meeting.
Matters that must be passed by special resolution include:

     o    amendments to the Articles, other than amendments that require the
          approval of 66 2/3% of the outstanding shares, as discussed below;

     o    amendments to the Memorandum; and

     o    amendment of the rights attached to any class or series of shares;
          provided that such an amendment also requires approval of at least a
          majority of the issued shares of the class or series being amended.

     In addition, certain matters must be passed by special resolution approved
by 66 2/3% of the outstanding voting shares, voting together as a single class.
These matters include:

     o    approval of a merger, consolidation, amalgamation or court-sanctioned
          reorganization, or the sale, lease or exchange of all or substantially
          all of the assets of the Company (except in the case of a transaction
          between the Company and any entity which the Company directly or
          indirectly controls);

     o    amendments to the Articles governing quorum, nomination and election
          of directors and other proceedings at general meetings; and

     o    amendments to the Articles governing restrictions on transfer and
          voting,

Voting rights with respect to the Ordinary Shares are noncumulative.

     The Articles provide that, except as otherwise required by law and subject
to the rights of the holders of any Preferred Shares, extraordinary general
meetings of the shareholders of the Company may be called only by (1) a majority
of the Board of Directors; or (2) at the request in writing of shareholders
owning at least 50% of the outstanding Ordinary Shares generally entitled to
vote.


                                       3




     Limitation on Voting Rights. Each Ordinary Share has one vote unless the
following provision is applicable. If (1) the number of issued Controlled Shares
(as defined below) of any person other than a Pacific Life Entity (as defined
below) would constitute 10% or more of the combined voting power of the issued
voting power of the Company (calculated after giving effect to any prior
reduction in voting power as described below) or (2) the total number of issued
Controlled Shares held by the Pacific Life Entities would constitute 25% or
more, of the combined voting power of the issued voting shares of the Company
(calculated, in each case, after giving effect to any prior reduction in voting
power as described below), each such issued Controlled Share, regardless of the
identity of the registered holder thereof, will confer only a fraction of a vote
as determined by the following formula (the "Formula"):

(T - C)/(X x C)

Where:

     o    "T" is the aggregate number of votes conferred by all the issued
          shares immediately prior to the application of the Formula with
          respect to any particular shareholder, adjusted to take into account
          any prior reduction taken with respect to any other shareholder
          pursuant to the "sequencing provision" described below;

     o    "C" is the number of issued Controlled Shares attributable to such
          person; and

     o    "X" is

          o    9.1 if such person is any person other than Pacific Life
               Insurance Company, Pacific Mutual Holding Company, Pacific
               LifeCorp and/or any direct or indirect wholly-owned subsidiary of
               Pacific Mutual Holding Company (each, a "Pacific Life Entity") or

          o    3.016 if the Formula is being applied to determine the reduction
               in total combined voting rights attributable to the total number
               of Controlled Shares of the Pacific Life Entities.

"Controlled Shares" are the Voting Shares owned by any person, whether

     o    directly,

     o    with respect to persons who are United States persons, by application
          of the attribution and constructive ownership rules of Sections 958(a)
          and 958(b) of the Internal Revenue Code of 1986, as amended (the
          "Code"), or

     o    beneficially, directly or indirectly, within the meaning of Section
          13(d)(3) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), and the rules and regulations thereunder.

     The Formula will be applied successively as many times as may be necessary
to ensure that no person other than a Pacific Life Entity will be a 10%
Shareholder (as defined below) at any time and that the total combined voting
rights attached to the Controlled Shares of the


                                       4




Pacific Life Entities shall not exceed 24.9% at any time (the "sequencing
provision"). For the purposes of determining the votes exercisable by
shareholders as of any date, the Formula will be applied to the shares of each
shareholder in declining order based on the respective numbers of total
Controlled Shares attributable to each shareholder. Thus, the Formula will be
applied first to the votes of shares held by the shareholder to whom the largest
number of total Controlled Shares is attributable and thereafter sequentially
with respect to the shareholder with the next largest number of total Controlled
Shares. In each case, calculations are made on the basis of the aggregate number
of votes conferred by the issued voting shares as of such date, as reduced by
the application of the Formula to any issued voting shares of any shareholder
with a larger number of total Controlled Shares as of such date. The defined
term "10% Shareholder" means a person who owns, in the aggregate, (1) directly,
indirectly or constructively within the meaning of Section 958 of the Code or
(2) beneficially, directly or indirectly, within the meaning of Section 13(d)(3)
of the Exchange Act, issued shares of the Company carrying 10% or more of the
total combined voting rights attaching to the issued shares.

     The Board of Directors may require any shareholder to provide information
as to that shareholder's beneficial share ownership, the names of persons having
beneficial ownership of the shareholder's shares, relationships with other
shareholders or any other facts the directors may deem relevant to a
determination of the number of Controlled Shares attributable to any person. The
Board of Directors may disregard the votes attached to shares of any holder
failing to respond to such a request or submitting incomplete or untrue
information.

     The Board of Directors retains certain discretion to make such final
adjustments to the aggregate number of votes attaching to the voting shares of
any shareholder that they consider fair and reasonable in all the circumstances
to ensure that no person other than a Pacific Life Entity will be a 10%
Shareholder at any time, and that the voting rights attached to the Controlled
Shares of the Pacific Life Entities shall not exceed 24.9% of the voting rights
of the issued shares at any time.

     Restrictions on Transfer. The Articles contain several provisions
restricting the transferability of Ordinary Shares. Except as described below
with respect to transfers of Ordinary Shares executed on the Nasdaq National
Market, the Board of Directors (or its designees) is required to decline to
register a transfer of shares if it has reason to believe that the result of
such transfer would be to increase the number of total Controlled Shares of any
person to 10% or more of a class of the Company's shares. The Pacific Life
Entities, however, shall each be permitted to transfer shares of the Company to
another Pacific Life Entity, provide that the Controlled Shares of the Pacific
Life Entities in the aggregate do not exceed 24.9% of the Company's shares.

     The Board of Directors (or its designees) also may, in its absolute
discretion, decline to register the transfer of any Ordinary Shares, except for
transfers executed on the Nasdaq National Market, if it has reason to believe
(1) that such transfer may expose the Company, any subsidiary or shareholder
thereof or any variable life policy-holder or any person purchasing reinsurance
from the Company or any such subsidiary to adverse tax or regulatory treatment
in any jurisdiction or (2) that registration of such transfer under the
Securities Act or under any United States state securities laws or under the
laws of any other jurisdiction is required and such registration has not been
duly effected.


                                       5




     The Board of Directors will not decline to register any transfer of
Ordinary Shares executed on the Nasdaq National Market for the reasons described
above. If, however, any such transfer results in the transferee (or any group of
which such transferee is a member) beneficially owning, directly or indirectly,
10% or more of any class of the Company's shares or causes the Board of
Directors (or its designees) to have reason to believe that such transfer may
expose the Company, any subsidiary or shareholder thereof or any variable life
policy-holder or any person purchasing reinsurance from the Company to adverse
tax or regulatory treatment in any jurisdiction, the Articles empower the Board
of Directors (or its designees) to deliver a notice to the transferee demanding
that such transferee surrender to an agent designated by the Board of Directors
(the "Agent") certificates representing the shares and any dividends or
distributions that the transferee has received as a result of owning the shares.
A transferee who has resold the shares before receiving such notice will be
required to transfer to the Agent the proceeds of the sale, to the extent such
proceeds exceed the amount that the transferee paid for the shares, together
with any dividends or distributions that the transferee received from the
Company. As soon as practicable after receiving the shares and any dividends or
distributions that the transferee received, the Agent will use its best efforts
to sell such shares and any non-cash dividends or distributions in an
arm's-length transaction on the Nasdaq National Market. After applying the
proceeds from such sale toward reimbursing the transferee for the price paid for
the shares, the Agent will pay any remaining proceeds and any cash dividends and
distributions to organizations described in Section 501(c)(3) of the Code that
the Directors designate. The proceeds of any such sale by the Agent or the
surrender of dividends or distributions will not inure to the benefit of the
Company or the Agent, but such amounts may be used to reimburse expenses
incurred by the Agent in performing its duties.

     Maples and Calder, Cayman Islands counsel to the Company, has advised the
Company that while the precise form of the restrictions on transfers contained
in the Articles is untested, as a matter of general principle, restrictions on
transfers are enforceable under Cayman Islands law and are not uncommon. The
transferor of such Ordinary Shares will be deemed to own such Ordinary Shares
for dividend, voting and reporting purposes until a transfer of such Ordinary
Shares has been registered on the Register of Members of the Company.

     The Articles also provide that the Board of Directors may suspend the
registration of transfer of Ordinary Shares for such periods as the Board of
Directors may determine, but shall not suspend the registration of transfer for
more than 45 days in any year.

     Restrictions on Share Issuance. The Company is restricted from issuing
shares if such issuance would increase the number of total Controlled Shares of
any person other than a Pacific Life Entity to 10% or more of a class of the
Company's shares or the total Controlled Shares of the Pacific Life Entities to
25% or more on an unadjusted basis.

     Share Redemption. Ordinary Shares may be redeemed on terms agreed to
between the Board of Directors and the holder of the shares and, subject to
Exchange Act and stock exchange regulations, the Company may, from time to time,
purchase or redeem all or part of the Ordinary Shares of any shareholder,
whether or not the Company has made any offer to all or any of the other
shareholders. Any redemption must be done in a manner that the Board of
Directors believes would not cause the total Controlled Shares of any person to
equal or exceed 10% of a class of the Company's shares.


                                       6




     Lien on Shares. The Articles provide that the Company will have a first and
paramount lien on all shares (whether fully paid-up or not) registered in the
name of a shareholder for all debts, liabilities or engagements to or with the
Company (whether presently payable or not) by such shareholder or such
shareholder's estate and that upon notice, we may sell any shares on which we
have a lien to the extent any sum in respect of which the lien exists is
presently payable. Registration of a transfer of any shares subject to the
Company's lien will operate as a waiver of such lien.

     Unilateral Repurchase Right. The Articles provide that if our Board of
Directors determines that beneficial ownership of issued shares by any
shareholder may result in adverse tax, regulatory or legal consequences to the
Company, any subsidiary or shareholder thereof or any person insured or
reinsured or proposing to be insured or reinsured by the Company or any such
subsidiary, the Board of Directors may, in its absolute discretion, repurchase
all or part of the shares held by such shareholder or direct such shareholder to
sell and transfer all or part of such shares to one or more designated third
parties. The price to be paid for such shares will be the fair market value of
such shares as determined in accordance with the Articles.

     Cayman Islands Taxation. There is no tax treaty between the Cayman Islands
and the United States regarding withholding. Currently, there is no Cayman
Islands withholding tax on dividends paid by the Company.

Preferred Shares

     The Articles authorize the Board of Directors to create and issue one or
more series of Preferred Shares and determine the rights and preferences of each
such series, to the extent permitted by the Articles and applicable law. Among
other rights, the Board of Directors may determine:

     o    the number of shares of that class or series and the distinctive
          designation thereof;

     o    the voting powers, full or limited, if any, of the shares of that
          class or series (subject to the restrictions on voting described
          above);

     o    the rights in respect of dividends on the shares of that class or
          series, whether dividends shall be cumulative and, if so, from which
          date or dates and the relative rights or priority, if any, of payment
          of dividends on shares of that class or series and any limitations,
          restrictions or conditions on the payment of dividends;

     o    the relative amounts, and the relative rights or priority, if any, of
          payment in respect of shares of that class or series, which the
          holders of the shares of that class or series shall be entitled to
          receive upon any liquidation, dissolution or winding up of Scottish
          Holdings;

     o    the terms and conditions (including the price or prices, which may
          vary under different conditions and at different redemption dates), if
          any, upon which all or any part of the shares of that class or series
          may be redeemed, and any limitations, restrictions or conditions on
          such redemption;


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     o    the terms, if any, of any purchase, retirement or sinking fund to be
          provided for the shares of that class or series;

     o    the terms, if any, upon which the shares of that class or series shall
          be convertible into or exchangeable for shares of any other class or
          series, or other securities, whether or not issued by Scottish
          Holdings;

     o    the restrictions, limitations and conditions, if any, upon issuance of
          indebtedness of Scottish Holdings so long as any shares of that class
          or series are outstanding;

     o    restrictions on the issuance of shares of the same series or any other
          series; and

     o    any other preferences and relative, participating, optional or other
          rights and limitations as the Board of Directors determines which are
          not inconsistent with applicable law or the Articles.

Anti-Takeover Effects of Articles

     The Articles contain certain provisions that make more difficult the
acquisition of control of the Company by means of a tender offer, open market
purchase, proxy fight or otherwise. These provisions are designed to encourage
persons seeking to acquire control of the Company to negotiate with the Board of
Directors. The Board of Directors believes that, as a general rule, the
interests of the Company's shareholders would be best served if any change in
control results from negotiations with the Board of Directors. The Board of
Directors would negotiate based upon careful consideration of the proposed
terms, such as the price to be paid to shareholders, the form of consideration
to be paid and the anticipated tax effects of the transaction. These provisions
could, however, have the effect of discouraging a prospective acquiror from
making a tender offer or otherwise attempting to obtain control of the Company.
In addition, the Articles provide that voting rights with respect to shares
directly or indirectly beneficially owned by any person or group of persons,
other than the Pacific Life Entities, directly or indirectly beneficially owning
10% or more of the outstanding combined voting power (or 25% in the case of the
combined voting power of the Pacific Life Entities) of the issued voting shares
of the Company will be limited to a voting power of less than 10% (or less than
25% in the case of the Pacific Life Entities), which significantly limits the
ability of a prospective acquiror to effect a takeover of the Company. To the
extent these provisions discourage takeover attempts, they could deprive
shareholders of opportunities to realize takeover premiums for their shares or
could depress the market price of the Ordinary Shares.

     In addition to those provisions of the Articles discussed above, set forth
below is a description of other relevant provisions of the Articles.

     No Shareholder Action by Written Consent. The Articles provide that any
action required or permitted to be taken by the shareholders of the Company must
be taken at a duly called annual general or extraordinary general meeting of the
shareholders of the Company and may not be taken by consent in writing or
otherwise. The affirmative vote of the holders of at least 66 2/3% of the
outstanding shares generally entitled to vote, voting together as a single


                                       8




class, is required by special resolution to amend or repeal, or adopt any
provision inconsistent with, the foregoing provision of the Articles.

     Classified Board of Directors. The Articles provide for a classified Board
of Directors, to which approximately one-third of the Board is elected each year
at our annual meeting of shareholders. Accordingly, our directors serve
three-year terms rather than one-year terms. Moreover, our Articles provide that
each director may be removed by the shareholders only for cause upon the
affirmative vote of the holders of not less than 66 2/3% of the voting rights
attached to all issued and outstanding capital shares entitled to vote for the
election of that director. In addition, the Board of Directors has sole
authority to set the size of the Board of Directors from one to twelve
Directors; provided that a decrease in the size of the Board cannot shorten the
term of any incumbent Director.

     Our classified Board of Directors makes it more difficult for shareholders
to change the composition of our Board even if some or a majority of the
shareholders believe such a change would be desirable. Moreover, these
provisions may deter changes in the composition of the Board of Directors or
certain mergers, tender offers or other future takeover attempts which some or a
majority of holders of our securities may deem to be in their best interest.

     Availability of Shares for Future Issuance. The availability for issue of
shares by the Board of Directors of the Company without further action by
shareholders (except as may be required by applicable stock exchange
requirements) could be viewed as enabling the Board of Directors to make more
difficult a change in control of the Company, including by issuing Preferred
Shares convertible into Ordinary Shares, warrants or rights to acquire Ordinary
Shares to discourage or defeat unsolicited stock accumulation programs and
acquisition proposals and by issuing shares in a private placement or public
offering to dilute or deter stock ownership of persons seeking to obtain control
of the Company.

     Shareholder Proposals. The Articles provide that if a shareholder desires
to submit a proposal for consideration at an annual general meeting or
extraordinary general meeting, or to nominate persons for election as directors,
written notice of such shareholder's intent to make such a proposal or
nomination must contain the information required by the Articles and must be
given and received by the Secretary of the Company at the principal executive
offices of the Company not later than (1) with respect to an annual general
meeting, 60 days prior to the anniversary date of the immediately preceding
annual general meeting and (2) with respect to an extraordinary general meeting,
the close of business on the tenth day following the date on which notice of
such meeting is first sent or given to shareholders. The presiding officer of
the annual general meeting or extraordinary general meeting shall, if the facts
warrant, refuse to acknowledge a proposal or nomination not made in compliance
with the foregoing procedure.

     In addition, pursuant to a stockholder agreement between us and Pacific
Life Insurance Company, we have agreed that for so long as the Pacific Life
Entities own at least 15% of our issued and outstanding ordinary shares, (1) the
Pacific Life Entities will be entitled to nominate for election a number of
persons equal to at least 20% of the number of members of our Board of Directors
and (2) at least one director nominated by the Pacific Life Entities will serve
on the Audit and Finance and Investment Committees of our Board of Directors.
For such period that the Pacific Life Entities beneficially own at least 10% of
our issued and outstanding


                                       9




ordinary shares, they will be entitled to nominate at least one person for
election to our Board of Directors.

     The advance notice requirements regulating shareholder nominations and
proposals may have the effect of precluding a contest for the election of
directors or the introduction of a shareholder proposal if the procedures
summarized above are not followed and may discourage or deter a third party from
conducting a solicitation of proxies to elect its own slate of directors or to
introduce a proposal.






Item 2. Exhibits.


Exhibit                             Exhibit
Number

3.1            Memorandum of Association of the Company as amended as of
               December 14, 2001 (incorporated by reference to Exhibit 3.1 to
               the Company's Form 8-K/A filed on January 11, 2002.)

3.2            Articles of Association of the Company as amended as of December
               14, 2001 (incorporated by reference to Exhibit 3.2 to the form
               8-K/A filed on January 11, 2002.)







                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                      SCOTTISH ANNUITY & LIFE
                                      HOLDINGS, LTD.


                                      By:  /s/ Scott E. Willkomm
                                           -------------------------------------
                                           Scott E. Willkomm
                                           President and Chief Financial Officer


DATED:  January 16, 2002






EXHIBIT INDEX

       Exhibit                       Exhibit
       Number

        3.1         Memorandum of Association of the Company as amended as of
                    December 14, 2001 (incorporated by reference to Exhibit 3.1
                    to the Company's Form 8-K/A filed on January 11, 2002.)

        3.2         Articles of Association of the Company as amended as of
                    December 14, 2001 (incorporated by reference to Exhibit 3.2
                    to the form 8-K/A filed on January 11, 2002.)