8-K

                                  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): November 27, 2002


                     SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
             (Exact Name of Registrant as Specified in its Charter)


                                 Cayman Islands
                 (State or Other Jurisdiction of Incorporation)

                0-29788                                       N/A
       (Commission File Number)                         (I.R.S. Employer
                                                     Identification Number)

                                 (441) 295-4451
              (Registrant's Telephone Number, Including Area Code)

                 P.O. Box HM 2939
   Crown House, Third Floor, 4 Par-la-Ville Road
              Hamilton HM12, Bermuda                                N/A
     (Address of Principal Executive Offices)                    (Zip Code)



          (Former Name or Former Address, if Changed Since Last Report)







     Item 5. Other Events and Required FD Disclosure

     On November 27, 2002, Scottish Annuity & Life Holdings, Ltd. issued a press
release announcing the closing of the exercise of the over-allotment option in
connection with its previously announced offering of 4.50% Senior Convertible
Notes due 2022, which offering closed on November 22, 2002. A copy of the press
release is filed as Exhibit 99.1 hereto.

     Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits

     99.1 Press Release issued by Scottish Annuity & Life Holdings, Ltd. on
November 27, 2002, filed herewith.









                                    SIGNATURE

     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.



                                    SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.


                                    By: /s/ Scott E. Willkomm
                                        --------------------------------
                                          Scott E. Willkomm
                                          President



Dated: November 27, 2002









                                INDEX TO EXHIBITS

Number          Description
- ------          -----------

99.1            Press Release issued by Scottish Annuity & Life Holdings, Ltd.
                on November 27, 2002, filed herewith.

EX-99.1

    Scottish Annuity & Life Holdings, Ltd. Announces Exercise of $15 Million
                Over-Allotment Option on Senior Convertible Notes

HAMILTON, Bermuda - Nov. 27, 2002  (BUSINESS WIRE)

Scottish Annuity & Life Holdings, Ltd. (NYSE:SCT) announced today that the
initial purchasers have exercised the $15 million over-allotment option granted
to them in connection with the Company's offering of 4.50% Senior Convertible
Notes due 2022, which offering closed on November 22, 2002. The Company will
sell an additional $15 million of senior convertible notes bringing the total
aggregate principal amount of the notes issued to $115 million.

The notes are convertible at the option of the holders, upon the occurrence of
certain specified events, into ordinary shares at the initial conversion price
of $21.71 per share, subject to adjustment in certain circumstances.

The company intends to use the proceeds from the issuance of the notes to
support the growth of its business, to pursue new business opportunities in the
reinsurance market and for general corporate purposes.

The notes and the ordinary shares issuable upon conversion thereof have not been
registered under the Securities Act of 1933 or any state securities laws, and
unless so registered may not be offered or sold in the United States, except
pursuant to an exemption from, or in a transaction not subject to the
registration requirements of the Securities Act of 1933 and applicable state
securities laws.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy the notes, nor shall there be any sale of such securities in any
state in which such offer, solicitation or sale would be unlawful.

Scottish Annuity & Life Holdings, Ltd. is a global life reinsurance specialist
and issuer of customized life-insurance based wealth management products for
high net worth individuals and families. Scottish Annuity & Life has operating
companies in Bermuda, Charlotte, North Carolina, Dublin, Ireland, Grand Cayman,
Luxembourg and Windsor, England.

Certain statements included herein are "forward-looking statements" within the
meaning of the federal securities laws. The management of Scottish Annuity &
Life Holdings, Ltd. cautions that forward-looking statements are not guarantees,
and that actual results could differ materially from those expressed or implied
in the forward-looking statements. Important events that could cause the actual
results of operations or financial condition of the company to differ include,
but are not necessarily limited to, the company's ability to attract clients and
generate business; the competitive environment; the company's ability to
underwrite business; performance of outside service providers; mortality risk;
surrender risk; investment risk (including asset value risk, reinvestment risk
and disintermediation risk); the impact of unforeseen economic changes (such as
changes in interest rates, currency exchange rate, inflation rates, recession
and other external economic factors); the impact of terrorist activities on the
economy, the insurance and related






industries in general and the company in particular; regulatory changes (such as
changes in U.S. tax law and insurance regulation which directly affect the
competitive environment for the company's products); rating agency policies and
practices; and loss of key executives. Investors are also directed to consider
the risks and uncertainties discussed in documents filed by the company with the
Securities and Exchange Commission.