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): December 21, 2005

                             _____________________

                            SCOTTISH RE GROUP LIMITED
             (Exact name of registrant as specified in its charter)

                             _____________________



       Cayman Islands                   001-16855               98-0362785
(State or Other Jurisdiction    (Commission File Number)     (I.R.S. Employer
      of Incorporation)                                    Identification No.)


               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)

                                 (441) 295-4451
               Registrant's telephone number, including area code

                                       N/A
          (Former name or former address, if changed since last report)

          Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
_______________________________________________________________________________



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.


          On December 21, 2005, Orkney Re II plc ("Orkney Re II"), a public
limited company incorporated under the laws of Ireland, whose issued ordinary
shares are held by a share trustee and its nominees in trust for charitable
purposes, issued (i) $382,500,000 in aggregate principal amount of Series A-1
Floating Rate Guaranteed Notes due December 21, 2035 (the "Series A-1 Notes"),
(ii) $42,500,000 in aggregate principal amount of Series A-2 Floating Rate Notes
due December 21, 2035 (the "Series A-2 Notes," and together with the Series A-1
Notes, the "Series A Notes"), and (iii) $30,000,000 in aggregate principal
amount of Series B Floating Rate Notes due December 21, 2035 (the "Series B
Notes," and together with the Series A Notes, the "Notes") in a private
placement. Concurrently with the offering of the Notes, Orkney Re II issued (i)
$30,000,000 principal amount of Series C Floating Rate Notes due December 21,
2036 (the "Series C Notes"), (ii) $500,000 principal amount of Series D
Convertible Notes due December 21, 2036 (the "Series D Notes"), and (iii)
76,190,000 Preference Shares of $1.00 each in its capital (the "Preference
Shares"). Scottish Annuity & Life Insurance Company (Cayman) Ltd., a direct,
wholly-owned subsidiary of Scottish Re Group Limited (the "Company"), purchased
all of the Series C Notes and the Company purchased all of the Series D Notes
and Preference Shares, in each case in a private placement.


          Orkney Re II was formed as a special purpose vehicle for the purpose
of entering into and performing a reinsurance agreement between it and Scottish
Re (U.S.) ("Scottish Re"), an indirect wholly owned subsidiary of the Company,
pursuant to which Scottish Re will cede to Orkney Re II on an indemnity
reinsurance basis risks associated with certain term life insurance policies
with guaranteed level premiums issued between January 1, 2004 and December 31,
2004. Proceeds from the issuance of the Notes, the Series C Notes, the Series D
Notes and the Preference Shares will be used, amnong other things, to fund a
reinsurance trust account in favor of Scottish Re, which will provide Scottish
Re with credit for reinsurance for certain statutory reserves associated with
these term life insurance policies (commonly referred to as Regulation XXX
reserves). The payment of scheduled interest payments under the Series A-1 Notes
and the ultimate repayment of principal on December 21, 2035 are insured by
Assured Guaranty (UK) Ltd. ("Assured"), a financial guarantor authorized and
regulated by the Financial Services Authority of the United Kingdom, through a
financial guarantee (the "Series A-1 Notes Guarantee"). Assured will not
guarantee the payment of any redemption premium, the early repayment of
principal on the Series A-1 Notes, taxes or shortfalls for withholding taxes.
The Notes are direct financial obligations of Orkney Re II, and none of Scottish
Re, the Company or any of their affiliates is an obligor or guarantor on the
Notes.


          The annual interest rate on the Notes will equal the 3-month London
Interbank Offered Rate ("LIBOR"), plus a spread. The Series A-1 Notes, Series
A-2 Notes and Series B Notes bear interest at a rate equal to the 3-month LIBOR
plus 0.425%, 0.73% and 3.0% per year, respectively. Such interest will be
payable quarterly in arrears on each February 11, May 11, August 11, and
November 11 (each a "Scheduled Payment Date"), for each period beginning on (and
including) February 11, 2006, and each succeeding Scheduled Payment Date, and
ending on (but excluding) the next succeeding Scheduled Payment Date. The Series
B Notes are subordinated to the Series A Notes. If there are insufficient funds
available for interest payments on the Series B Notes on any


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Scheduled Payment Date, then interest payments on these notes will be deferred
and accrued at 5.0%, compounding on each successive Scheduled Payment Date.

          The Series C Notes will bear interest at a rate determined in
accordance with a schedule based on the experience of the term life insurance
policies that have been reinsured. The interest rate on the Series C Notes is
initially set at LIBOR plus 10.0% and will range from LIBOR plus 10.0% to 0% and
will decrease as the experience of the policies becomes less favorable. Any
interest on the Series C Notes not paid on a Scheduled Payment Date will be
deferred and accrued at 5.0%.

          The Series D Notes will not bear interest, however, at any time after
the Notes have been redeemed or repaid in full, the Series D Notes may be
converted in full or in part, at the option of the holder of the Series D Notes,
into Class B ordinary shares of Orkney Re II. The Class B ordinary shares issued
upon a conversion of all of the Series D Notes would represent a majority of the
voting power of the ordinary shares of Orkney Re II.

         The Preference Shares do not have any voting rights or rights to income
or entitlement to dividends, but the holder is entitled to a return of the
amounts paid for the Preference Shares in priority to any payment to the holders
of Orkney Re II's ordinary shares.

          Under the terms of the Series A-1 Notes Guarantee, so long as Assured
is not in default on any of its obligations under the Series A-1 Notes Guarantee
and is not involved in bankruptcy proceedings, Assured may direct The Bank of
New York, as trustee (the "Trustee"), under an indenture (the "Indenture") among
Orkney Re II, the Trustee, and Assured, to foreclose on certain accounts of
Orkney Re II (the "Collateral") securing the Series A-1 Notes Guarantee if any
of the following events of default occurs:

          o    payment by Assured under the Series A-1 Notes Guarantee;

          o    nonpayment of interest when due and payable in accordance with
               the terms of the Series A Notes;

          o    nonpayment of all, or part, of the principal of the Notes;

          o    the security interest in the Collateral ceases to be a perfected
               security interest under New York law or a fixed or floating
               charge under Irish law, other than as a result of any act or
               omission on the part of Assured;

          o    failure to make payments to Assured under ancillary agreements;

          o    breach or misrepresentation of any representation or warranty
               under the Indenture by Orkney Re II, or default in performance of
               any material covenant or agreement applicable to Orkney Re II
               under the Indenture, if unremedied for a period of 30 days after
               receiving notice; or


                                       3


          o    bankruptcy, insolvency, reorganization, liquidation, examination
               or other similar proceeding of Orkney Re II.


If an event of default occurs and is continuing, the entire principal of the
Series A Notes, and interest accrued thereon may be declared to be due and
payable immediately. As a consequence, the Series B Notes will be automatically
accelerated.

          The Series A Notes are not redeemable prior to February 11, 2007,
unless Scottish Re has recaptured all or part of the business reinsured to
Orkney Re II. Such redemption would be on a Scheduled Payment Date, in cash, at
103% of the principal amount to be redeemed. The Company may redeem all or part
of the Series A Notes on any Scheduled Payment Date between February 11, 2007
and February 11, 2018 at a redemption price equal to 103%, 102.25%, 101.5% or
100.75% of the principal amount, as determined by the specified Scheduled
Payment Date, payable in cash. The Series A Notes are redeemable at a redemption
price equal to 100% of the principal amount, payable in cash, after February 11,
2018. Any redemption of the Series A Notes will include the accrued interest up
to (but excluding) the date of redemption. If the Series A Notes are not
redeemed in full, the amount redeemed will be allocated pro rata to both the
Series A-1 noteholders and the Series A-2 noteholders. Following a redemption in
full of the Series A Notes, the Series B Notes will be redeemed, to the extent
that funds are still available for redemption under the same terms as the Series
A Notes. Additional information regarding this transaction is set forth in the
press release which is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press Release issued by Scottish Re Group Limited on December 21, 2005./1


__________________
/1 The text of the press release refers to Orkney Re II as a wholly-owned
subsidiary of the Company. Orkney Re II is not a subsidiary of the Company, as
all of Orkney Re II's issued ordinary shares are held by a share trustee and its
nominees in trust for charitable purposes.


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                                    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 RE GROUP LIMITED


                            By: /s/ Hugh T. McCormick
                                -----------------------------------------
                                Hugh T. McCormick
                                Executive Vice President, Corporate Development



Dated:  December 28, 2005








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                                INDEX TO EXHIBITS

Number      Description
- ------      -----------
99.1        Press Release issued by Scottish Re Group Limited on
            December 21, 2005./1













/1 The text of the press release refers to Orkney Re II as a wholly-owned
subsidiary of the Company. Orkney Re II is not a subsidiary of the Company, as
all of Orkney Re II's issued ordinary shares are held by a share trustee and its
nominees in trust for charitable purposes.


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EX-99

Scottish Re


                                  NEWS RELEASE


                            Contact:   Michael Baumstein
                                       Senior Vice President, Corporate Finance
                                       (441) 298-4394
                                       michael.baumstein@scottishre.com
                                       --------------------------------


For immediate release

        Scottish Re Completes $455 Million Regulation XXX Securitization

          HAMILTON, Bermuda - (BUSINESS WIRE) - December 21, 2005 - Scottish Re
Group Limited (NYSE:SCT), a global life reinsurance specialist, announced today
that it closed an offering of $455 million of 30-year maturity securities by its
wholly-owned subsidiary Orkney Re II plc. Proceeds from the issuance will be
used to fund certain statutory reserves associated with level-premium term life
insurance policies (commonly referred to as Regulation XXX reserves) reinsured
by Scottish Re (U.S.), Inc. between January 1, 2004 and December 31, 2004.
Orkney Re II plc is a newly-formed, public limited company incorporated under
the laws of Ireland that was established for the sole purpose of reinsuring the
defined business.

          "This transaction marks another important milestone for Scottish Re's
capital market's strategy," said Scott E. Willkomm, President and Chief
Executive Officer of Scottish Re Group Limited. "Scottish Re has, once again,
blazed a new path in the evolving world of life insurance securitization by
successfully completing an innovative transaction in an expedited time frame. We
have built on the foundation developed in the first Orkney transaction, while
adding structural enhancements that make the Orkney Re II structure more capital
and cost efficient."

          The Series A-1 Notes are guaranteed by Assured Guaranty (UK) Ltd. with
respect to the timely payment of interest and ultimate payment of principal, and
are rated "AAA" by Standard & Poor's and "Aa1" by Moody's Investors Service. The
Series A-2 Notes, an uninsured tranche ranking pari passu to the Series A-1
Notes, are rated "A-" by Standard & Poor's and "Aa2" by Moody's. The
subordinated Series B Notes are rated "BBB+" by Standard & Poor's and "Baa2" by
Moody's.

          The transaction was structured such that the securities have recourse
only to Orkney Re II plc and not to any other Scottish Re entity. As a result of
the absence of


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recourse to Scottish Re or its affiliates, both Standard & Poor's and Moody's
will exclude Orkney Re II's debt from Scottish Re's financial leverage,
coverage, and operating ratios. Goldman Sachs was the sole structuring agent and
lead book-runner for the transaction. Scottish Re Capital Markets, Lehman
Brothers, HSBC and RBS Greenwich Capital acted as co-managers.

          About Scottish Re

          Scottish Re Group Limited is a global life reinsurance specialist and
issuer of customized life-insurance based wealth management products for high
net worth individuals and families. Scottish Re Group Limited has operating
units in Bermuda, the Cayman Islands, Guernsey, Ireland, Singapore, the United
Kingdom and the United States. Its operating subsidiaries include Scottish
Annuity & Life Insurance Company (Cayman) Ltd. and Scottish Re (US), Inc. which
are rated A- (excellent) by A.M. Best, A (strong) by Fitch Ratings, A3 (good) by
Moody's and A- (strong) by Standard & Poor's, Scottish Re Limited, which is
rated A- (excellent) by A.M. Best, A (strong) by Fitch Ratings and A- (strong)
by Standard & Poor's and Scottish Re Life Corporation Limited which is rated A-
(excellent) by A.M. Best. Additional information about Scottish Re can be
obtained from its Web site, http://www.scottishre.com.


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