-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 SGeyehEdK4VSRV3U1E+/e5zsde4AnsSSqZ8r1JWvphKM/443v+rx6AIfvZ3XZEwP
 H/hZA2MYyo7+AI9r7jLfpA==

<SEC-DOCUMENT>0000930413-06-005236.txt : 20080703
<SEC-HEADER>0000930413-06-005236.hdr.sgml : 20080703
<ACCEPTANCE-DATETIME>20060712110306
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000930413-06-005236
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060712

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			XL CAPITAL LTD
		CENTRAL INDEX KEY:			0000875159
		STANDARD INDUSTRIAL CLASSIFICATION:	SURETY INSURANCE [6351]
		IRS NUMBER:				980191089
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		XL HOUSE
		STREET 2:		ONE BERMUDIANA ROAD
		CITY:			HAMILTON HM11 BERMUD
		STATE:			D2
		BUSINESS PHONE:		4412928515

	MAIL ADDRESS:	
		STREET 1:		CAHILL GORDON & REINDEL(IMMANUEL KOHN)
		STREET 2:		80 PINE STREET
		CITY:			NEW YORKI
		STATE:			NY
		ZIP:			10005

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	EXEL LTD
		DATE OF NAME CHANGE:	19950720
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                   [Letterhead of Cahill Gordon & Reindel LLP]


                                 (212) 701-3412


                                                                   July 12, 2006


Michael Pressman, Esq.
Division of Corporation Finance
United States Securities and Exchange Commission
100 F. Street, NE
Washington, DC  20549

                  RE:    XL CAPITAL LTD
                         SCHEDULE TO-I/A
                         FILED JULY 12, 2006
                         FILE NO. 005-45271


Dear Mr. Pressman:

                  On behalf of XL Capital Ltd (the "COMPANY"), we are filing by
EDGAR transmission amendment No. 3 to the Schedule TO (the "AMENDED SCHEDULE
TO"), including, as exhibit (a)(1)(A) thereto, Amendment Number 1 to the Offer
to Exchange, dated the date hereof (the "AMENDED OFFER"), which amends the
related employee offer that had been filed June 6, 2006 by the Company on
Schedule TO.

                  The Amended Schedule TO and Amended Offer are responsive to
staff comments contained in your letters of June 16 and June 30, 2006.
Disclosure has been amended and supplemented in the manner detailed in our
letters to you dated June 22 and July 6, 2006, and as discussed in telephone
calls between you and us.

                  To expedite your review, we will send you copies of the
Amended Schedule TO and Amended Offer marked to show changes from the June 6th
filing as soon as they are available. We regret that a blackline will be
somewhat delayed, but with the addition of SCA's financial statements as an
exhibit, the Amended Schedule TO and Amended

<PAGE>

                                       -2-


Offer are being processed at a commercial financial printer, resulting in
documents incompatible with our word processing software.

                  Comments or questions regarding any matters with respect to
the Schedule TO may be directed to the undersigned at (212) 701-3412 or to
Anthony Lopez at (212) 701-3034.

                                                    Sincerely,


                                                    /s/ Michael A. Becker
                                                    ---------------------
                                                    Michael A. Becker

cc:  Anthony A. Lopez III, Esq.
     Paul S. Giordano

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----