NT 10-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
             |_| Form N-SAR

For Period Ended: December 31, 2004
                  ----------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________

If the notification relates to a portion of the filing checked above, identify
the Items) to which the notification relates:

PART I --      REGISTRANT INFORMATION

- --------------------------------------------------------------------------------
    Scottish Re Group Limited
- --------------------------------------------------------------------------------
Full Name of Registrant


- --------------------------------------------------------------------------------
Former Name if Applicable

    Crown House, Third Floor, 4 Par-la-Ville Road
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

    Hamilton HM12     Bermuda
- --------------------------------------------------------------------------------
City, State and Zip Code

PART II --     RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

               (a) The reasons described in reasonable detail in Part III of
               this form could not be eliminated without unreasonable effort or
               expense;
               (b) The subject annual report, semi-annual report, transition
[X]            report on Form 10-K, Form 20-17,11-K or Form N-SAR, or portion
               thereof, will be filed on or before the fifteenth calendar day
               following the prescribed due date; or the subject quarterly
               report of transition report on Form 10-Q, or portion thereof will
               be filed on or before the fifth calendar day following the
               prescribed due date; and
               (c) The accountant's statement or other exhibit required by Rule
               12b-25(c) has been attached if applicable.





PART III --    NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.

Due to a combination of factors relating to delays in the exchange of relevant
information between the registered public accounting firm and the registrant and
the registered public accounting firm's need to perform additional internal
procedures regarding the registrant's determination of a material weakness in
its UK subsidiary, the registrant's registered public accounting firm has not
had sufficient time to complete their audit of the registrant's financial
statements and the audit of internal control over financial reporting. As a
result, the registrant is unable to file its Form 10-K for the year ended
December 31, 2004 by the prescribed due date without unreasonable effort or
expense.


        OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

- ----------------------------------------- ---------------------------------
             Paul Goldean                        441-295-4451
             -------------                       ------------
                (Name)                            (Telephone)
- ----------------------------------------- ---------------------------------

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s) [X] Yes [ ] No

- --------------------------------------------------------------------------------

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

The registrant does not anticipate any significant change in the results of
operations from that reported on February 17, 2005, by the registrant in its
announcement of operating results for the quarter and fiscal year ended December
31, 2004 in a press release entitled "Scottish Re Group Limited Announces
Operating Results for the Fourth Quarter and Year Ended December 31, 2004." The
full text of the press release issued in connection with the announcement was
provided on a Current Report on Form 8-K, which was furnished to the SEC on
February 23, 2005.






                            Scottish Re Group Limited
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date: March 16, 2005           By:      /s/ Paul Goldean
                                  --------------------------------------------
                                  Paul Goldean
                                  Executive Vice President and General Counsel

EX-99.1

                         [ERNST & YOUNG LLP LETTERHEAD]

March 16, 2005

Mr. Paul Goldean, General Counsel
Scottish Re Group Limited

Re:  Form 12b-25

Gentlemen:

In accordance with the notification to the Securities and Exchange Commission on
Form 12b-25 of Scottish Re Group Limited's inability to timely file its annual
report on Form 10-K for the year ended December 31, 2004, the factors described
in the succeeding paragraph make impractical (or impossible) the submission of
our report as of a date which will permit filing of your 2004 annual report to
the Commission by March 16, 2005.

As a result of a combination of factors relating to delays in the exchange of
relevant information between management and us and our need to perform
additional internal procedures regarding Scottish Re Group Limited's
determination of a material weakness in its UK subsidiary, we have not yet
completed our internal quality control reviews and the documentation of all our
audit procedures related to our audit of the financial statements and our audit
of internal control over financial reporting. We consider the completion of
these procedures to be necessary to express an opinion on the financial
statements and internal control over financial reporting of Scottish Re Group
Limited.

You are authorized to attach a copy of this letter as an exhibit to Form 12b-25
to the Securities and Exchange Commission.

Very truly yours,

/s/ Ernst & Young LLP