SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* XL CAPITAL LTD (Last) (First) (Middle) XL HOUSE ONE BERMUDIANA ROAD (Street) HAMILTON D0 HM 11 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/29/2004	3. Issuer Name and Ticker or Trading Symbol PRIMUS GUARANTY LTD [ PRS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Conv. Voting Pref. Shares, par value $.01 per share	09/29/2004	(5)	Common Shares, par value $.01 per share(1)	115,722,881(2)(3)	(6)	I	See Footnote(2)
Warrants to Purchase Common Shares	09/29/2004	03/14/2007	Common Shares, par value $.01 per share(1)	11,317,972(4)	$0.6481	I	See Foonote(4)

1. Name and Address of Reporting Person* XL CAPITAL LTD (Last) (First) (Middle) XL HOUSE ONE BERMUDIANA ROAD (Street) HAMILTON D0 HM 11 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* XL Capital Principal Partners I, L.L.C. (Last) (First) (Middle) XL HOUSE ONE BERMUDIANA ROAD (Street) HAMILTON D0 HM 11 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* XL Insurance (Bermuda) Ltd (Last) (First) (Middle) XL HOUSE ONE BERMUDIANA ROAD (Street) HAMILTON D0 HM 11 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Par value shall become $.08 per share upon completion of the initial public offering by Primus Guaranty, Ltd., reflecting a one for eight reverse share split to be effected immediately prior to such offering.

2. Includes (i) 2,910,000 Series A Convertible Voting Preferred Shares, par value $.01 per share, directly owned by XL Insurance (Bermuda) Ltd, a subsidiary of XL Capital Ltd, that are convertible into 112,251,195 common shares, par value $.01 per share, and (ii) 90,000 Series A Convertible Voting Preferred Shares, par value $.01 per share, directly owned by XL Capital Principal Partners I, L.L.C, a subsidiary of XL Capital Ltd, that are convertible into 3,471,686 common shares, par value $.01 per share.

3. Upon completion of the initial public offering of Primus Guaranty, Ltd., Series A Convertible Voting Preferred Shares will convert into common shares, par value $.08 per share.

4. Includes warrants to purchase up to 11,317,972 common shares, par value $.01 per share, owned directly by XL Insurance (Bermuda) Ltd, a subsidiary of XL Capital Ltd.

5. Not Applicable.

6. Each Series A Convertible Voting Preferred Share, par value $.01 per share, is converted by dividing $25.00 by $0.6481.

	/s/ XL CAPITAL LTD	09/29/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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