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                       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

                                November 7, 2001
                Date of Report (Date of earliest event reported)


                                 XL CAPITAL LTD
             (Exact name of registrant as specified in its charter)

         Cayman Islands                  1-10809                  98-0191089
(State or other jurisdiction of  (Commission file number)      (I.R.S. Employer
 incorporation or organization)                              Identification No.)

              XL House, One Bermudiana Road, Hamilton, Bermuda HM11
                    (Address of principal executive offices)

                                 (441) 292-8515
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)



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Item 5. Other events.


On November 7, 2001, XL Capital Ltd, a Cayman Islands exempted limited company
(the "Registrant"), made a public offering and sale of 9,200,000 Class A
Ordinary Shares.

On January 10, 2002, XL Capital Finance (Europe) plc (f/k/a XL Finance (UK)
plc), a public limited company organized under the laws of England and Wales and
a wholly owned subsidiary of the Registrant ("XLCF"), made a public offering and
sale of $600,000,000 principal amount of its 6.50% Senior Notes (the "Notes").
The Notes were guaranteed by the Registrant.

This Current Report on Form 8-K is being filed for the purpose of filing the
attached documents in connection therewith as exhibits to the shelf registration
statement on Form S-3 (Registration No. 333-75240) filed by the Registrant,
XLCF, XL Capital Trust I, XL Capital Trust II, and XL Capital Trust III (the
"Registration Statement"), and such Exhibits are hereby incorporated into the
Registration Statement by reference.


Item 7. Financial Statements and Exhibits.


     (c) Exhibits. The following exhibits are filed herewith:

         Exhibit No.             Description

          1.1(a) Underwriting Agreement, dated November 1, 2001, by and among XL
               Capital Ltd, Goldman, Sachs & Co., Morgan Stanley & Co.
               Incorporated, Banc of America Securities LLC, Credit Suisse First
               Boston Corporation, J.P. Morgan Securities Inc. and Merrill
               Lynch, Pierce, Fenner & Smith Incorporated.

          1.1(b) Pricing Agreement, dated November 1, 2001, by and among XL
               Capital Ltd, Goldman, Sachs & Co., Morgan Stanley & Co.
               Incorporated, Banc of America Securities LLC, Credit Suisse First
               Boston Corporation, J.P. Morgan Securities Inc. and Merrill
               Lynch, Pierce, Fenner & Smith Incorporated.

          1.4(a) Underwriting Agreement, dated January 7, 2002, by and among XL
               Capital Finance (Europe) plc, XL Capital Ltd, Salomon Smith
               Barney Inc., J.P. Morgan Securities Inc., Banc of America
               Securities LLC, Barclays Capital Inc. and Credit Lyonnais
               Securities (USA) Inc.


                                      -2-


          1.4(b) Pricing Agreement, dated January 7, 2002, by and among XL
               Capital Finance (Europe) plc, XL Capital Ltd, Salomon Smith
               Barney Inc., J.P. Morgan Securities Inc., Banc of America
               Securities LLC, Barclays Capital Inc. and Credit Lyonnais
               Securities (USA) Inc.




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                                   SIGNATURES


     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.

Dated:   January 11, 2002


                              XL CAPITAL LTD


                              By:    /s/ Jerry de St. Paer
                                     ------------------------------------------
                                     Name:   Jerry de St. Paer
                                     Title:   Executive Vice President &
                                                  Chief Financial Officer