SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) or (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

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


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

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                          Name of each exchange on which
to be so registered                          each class is to be registered

Series B preference ordinary shares,         The New York Stock Exchange
- ------------------------------------         ---------------------------
par value $0.01 per share
- -------------------------


         If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. |X|
         If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. |_|
         Securities Act registration statement file number to which this form
             relates: 333-75240
- ------------------------------------------
         (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (Title of class)




                                      -2-


Item 1: Description of Registrant's Securities to be Registered.

     The description of XL Capital Ltd's (the "Company" or the "Registrant")
Series B preference ordinary shares, par value $0.01 per share, with a
liquidation preference equivalent to $25.00 per preference ordinary share is
hereby set forth under the caption "Description of Series B Preference Shares"
in the Prospectus Supplement dated November 13, 2002 and under the captions
"Description of XL Capital Preference Ordinary Shares" in the accompanying
Prospectus dated December 20, 2001 each as filed with the Securities and
Exchange Commission (the "Commission") on November 15, 2002 pursuant to Rule
424(b)(2), under the Securities Act of 1933, as amended.


Item 2: Exhibits.

     The following exhibits are filed herewith:

     Exhibit No.               Description
     -------------------------------------------------------------------------

          1.1(e) Underwriting Agreement, dated November 13, 2002, by and among
               XL Capital Ltd, and Merrill Lynch, Pierce, Fenner & Smith
               Incorporated, Morgan Stanley & Co. Incorporated and the other
               underwriters named on Schedule I of the related Pricing Agreement
               forming a part thereof dated the date thereof, incorporated by
               reference to the Company's Current Report on Form 8-K filed on
               November 14, 2002.

          1.1(f) Pricing Agreement, dated November 13, 2002, by and among XL
               Capital Ltd, and Merrill Lynch, Pierce, Fenner & Smith
               Incorporated, Morgan Stanley & Co. Incorporated and the other
               underwriters named on Schedule I thereto, incorporated by
               reference to the Company's Current Report on Form 8-K filed on
               November 14, 2002.

          4.18 Excerpts from the Authorizing Resolutions of the Special Finance
               Committee of XL Capital Ltd, dated November 6, 2002, incorporated
               by reference to the Company's Current Report on Form 8-K filed on
               November 14, 2002.





                                      -3-


                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                              XL CAPITAL LTD
                              (Registrant)

                              By:    /s/ Jerry de St. Paer
                                   -----------------------------------------

                              Name:  Jerry de St. Paer

                              Title:  Executive Vice President &
                                        Chief Financial Officer

Date:  November 14, 2002