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): July 23, 2003

                     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                     N/A
            Hamilton HM08, Bermuda                              (Zip Code)
   (Address of Principal Executive Offices)



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






Item 5.           Other Events and Required FD Disclosure.

         Scottish Annuity & Life Holdings, Ltd. (the "Company") is filing
herewith an opinion of Maples and Calder, counsel as to Cayman Islands law to
the Company, in connection with the public offering of 8,000,000 of its ordinary
shares, and an additional 1,200,000 ordinary shares pursuant to the
underwriters' over-allotment option, pursuant to a prospectus supplement of the
Company that was previously filed with the Securities and Exchange Commission.
The opinion is attached hereto as Exhibit 5.1.






                                    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/ Paul Golden
                                    ----------------------------------------
                                     Paul Goldean
                                     Senior Vice President and General Counsel



Dated:  August 4, 2003







                                INDEX TO EXHIBITS

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

 5.1              Opinion of Maples and Calder
23.1              Consent of Maples and Calder (included in Exhibit 5.1)

EX-99

                                MAPLES and CALDER
                               Cayman Europe Asia







                                                                1 August, 2003
                                                  Effective as at 23 July 2003



Scottish Annuity & Life Holdings, Ltd.
P.O. Box HM2939
Crown House, Third Floor
4 Par-la-Ville Road
Hamilton HM08
Bermuda


Dear Sirs

Scottish Annuity & Life Holdings, Ltd. (the "Company")
- ------------------------------------------------------

We have acted as counsel as to Cayman Islands law to the Company in connection
with the proposed registration of 8,000,000 shares (the "Firm Shares") of
ordinary shares, par value US$0.01 per share and, to cover over-allotments in
connection with the sale of the Firm Shares, an additional 1,200,000 shares (the
"Additional Shares", which together with the Firm Shares shall be referred to as
the "Transaction Shares") with the Securities and Exchange Commission (the
"SEC"), under the Securities Act of 1933, as amended (the "Act").

1        DOCUMENTS REVIEWED

We have reviewed originals, copies, drafts or conformed copies of the following
documents:

1.1      the Certificate of Incorporation and Memorandum and Articles of
         Association of the Company as registered or adopted on 12 November,
         1998 as amended by special resolution passed on 14 December, 2001;

1.2      the written resolutions of the Board of Directors of the Company dated
         2 July, 2003 and the corporate records of the Company maintained at its
         registered office in the Cayman Islands;

1.3      the Company's registration statement on Form S-3 (File No. 333-104545)
         and amendments thereto (the "Registration Statement");

1.4      the prospectus dated 24 April, 2003 and the prospectus supplement dated
         17 July, 2003 for the registrations under the Securities Act 1933, as
         amended, of the Transaction Shares (together, the "Prospectus);


          PO Box 309GT, Ugland House, South Church Street, George Town,
              Grand Cayman, Cayman IslandsTelephone: (345) 949 8066
            Facsimile: (345) 949 8080 Email: info@maplesandcalder.com
                             www.maplesandcalder.com




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1.5      the Underwriting Agreement dated 17 July, 2003 between the Company
         and Bear, Stearns & Co. Inc., UBS Securities LLC,
         A.G. Edwards & Sons, Inc., Keefe, Bruyette & Woods, Inc. and
         Putnam Lovell NBF Securities Inc. as representatives on
         behalf of the Underwriters named in Schedule 1
         thereto (the "Underwriting Agreement");

1.6      a  Certificate  of Good  Standing  issued  by the  Registrar  of
         Companies  (the  "Certificate  of Good Standing"); and

1.7      a  certificate  from a Director  of the Company  the form of which
         is annexed  hereto  (the  "Director's Certificate").

2        ASSUMPTIONS

The following opinion is given only as to, and based on, circumstances and
matters of fact existing and known to us on the date of this opinion. This
opinion only relates to the laws of the Cayman Islands which are in force on the
date of this opinion. In giving this opinion we have relied (without further
verification) upon the completeness and accuracy of the Director's Certificate
and the Certificate of Good Standing. We have also relied upon the following
assumptions, which we have not independently verified:

2.1      the Underwriting Agreement has been or will be authorised and duly
         executed and delivered by or on behalf of all relevant parties (other
         than the Company as a matter of Cayman Islands law) in accordance with
         all relevant laws (other than the laws of the Cayman Islands);

2.2      the Registration Statement filed by the Company to effect the
         registration of the Transaction Shares under the Securities Act of
         1933, as amended, has been declared effective by the Securities and
         Exchange Commission;

2.3      the Underwriting Agreement is, or will be, legal, valid, binding and
         enforceable against all relevant parties in accordance with their terms
         under New York law and all other relevant laws (other than the laws of
         the Cayman Islands);

2.4      the choice of New York law as the governing law of the Underwriting
         Agreement has been made in good faith and would be regarded as a valid
         and binding selection which will be upheld by the courts of New York as
         a matter of New York law and all other relevant laws (other than the
         laws of the Cayman Islands);

2.5      copy  documents,  conformed  copies or drafts of documents  provided to
         us are true and complete  copies of, or in the final forms of,
         the originals;

2.6      all signatures, initials and seals are genuine;

2.7      the power, authority and legal right of all parties under all relevant
         laws and regulations (other than the laws of the Cayman Islands) to


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              Telephone: (345) 949 8066 Facsimile: (345) 949 8080
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         enter into, execute, deliver and perform their respective obligations
         under the documents mentioned in the Registration Statement;

2.8      no exceptional circumstances exist which give rise to the lifting of
         the corporate veil;

2.9      no  invitation  to  subscribe  for the  Transaction  Shares  has
         been made to the  public of the  Cayman Islands;

2.10     there is nothing under any law (other than the law of the Cayman
         Islands) which would or might affect the opinions hereinafter
         appearing. Specifically, we have made no independent investigation of
         the laws of New York or the federal laws of the United States of
         America.

3        OPINIONS

Based upon, and subject to, the foregoing assumptions and the qualifications set
out below, and having regard to such legal considerations as we deem relevant,
we are of the opinion that:

3.1      the Company has been duly incorporated as an exempted company with
         limited liability and is validly existing and in good standing under
         the laws of the Cayman Islands;

3.2      the issue of the Transaction Shares is duly authorized and, when the
         Transaction Shares are issued and delivered in accordance with the
         Memorandum and Articles of Association of the Company and the
         Underwriting Agreement, against payment of the consideration therefor
         as provided therein and having a value not less than par value, the
         Transaction Shares will be duly authorized, validly issued, fully paid
         and non-assessable; and

3.3      under the laws of the Cayman Islands, the liability of a holder of
         Transaction Shares will be limited to the amount, if any, unpaid on
         such shares and a holder of Transaction Shares will have no personal
         liability for the debts or obligations of the Company solely by reason
         of holding Transaction Shares.

We express no view as to the commercial terms of the documents mentioned in the
Registration Statements or whether such terms represent the intentions of the
parties and make no comment with regard to the representations which may be made
by the Company.

This opinion is given as of 23 July 2003 and may not be relied upon as of any
later date. This opinion may be relied upon by the addressees only. It may not
be relied upon by any other person except with our prior written consent. We
consent to the filing of our opinion as Exhibit 5.1 to this Form 8-K, which will
be incorporated by reference into the Registration Statement on Form S-3 (File
No. 333-104545) of the Company.


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              Telephone: (345) 949 8066 Facsimile: (345) 949 8080
                         Email: info@maplesandcalder.com
                             www.maplesandcalder.com



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Yours faithfully,

/s/ Maples and Calder

MAPLES and CALDER




























                         PCG\PCG\270613\1124735\_3%N01!
              Telephone: (345) 949 8066 Facsimile: (345) 949 8080
                         Email: info@maplesandcalder.com
                             www.maplesandcalder.com