SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ESPOSITO MICHAEL P JR

(Last)

(First)

(Middle)

435 L'AMBIANCE DRIVE

SUITE 706

(Street)

LONGBOAT KEY

34228

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XL CAPITAL LTD [ XL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares	02/13/2004		M		1,533	A	$38.28	151,650.97	D
Class A Common Shares	02/13/2004		M		1,329	A	$37.875	152,979.97	D
Class A Common Shares	02/13/2004		M		1,533	A	$47.95	154,512.97	D
Class A Common Shares	02/13/2004		M		1,533	A	$57.85	156,045.97	D
Class A Common Shares	02/13/2004		M		2,008	A	$50	158,053.97	D
Class A Common Shares	02/17/2004		M		25,324	A	$50	183,377.97	D
Class A Common Shares	02/17/2004		F		16,146	D	$78.42	167,231.97	D
Class A Common Shares	02/17/2004		M		9,275	A	$0	176,506.97	D
Class A Common Shares	02/17/2004		M		13,567	A	$48.8125	190,073.97⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options	$37.875	02/13/2004		M			1,329	12/01/1996	12/01/2006	Class A Common Shares	1,329	$37.875	0.00	D
Options	$50	02/13/2004		M			2,008	12/09/1999	12/09/2009	Class A Common Shares	2,008	$50	25,324	D
Options	$38.28	02/13/2004		M			1,533	02/29/1996	02/28/2006	Class A Common Shares	1,533	$38.28	0.00	D
Options	$50	02/17/2004		M			25,324	12/01/1999	12/09/2009	Class A Common Shares	25,324	$50	0.00	D
Stock Options	$47.95	02/13/2004		M			1,533	03/06/1997	03/06/2007	Class A Common Shares	1,533	$47.95	0.00	D
Stock Options	$57.85	02/13/2004		M			1,533	03/05/1998	03/05/2008	Class A Common Shares	1,533	$57.85	0.00	D
Stock Options	$64.6875	02/17/2004		M			9,275	12/05/1997	12/05/2007	Class A Common Shares	9,275	$64.6875	0.00	D
Stock Options	$78.42	02/17/2004		M		19,817		02/17/2004	12/09/2009	Class A Common Shares	19,817	$78.42	19,817	D
Stock Options	$48.8125	02/17/2004		M			13,567	12/01/1995	12/01/2005	Class A Common Shares	13,567	$48.8125	2,036	D

Explanation of Responses:

1. Since the reporting person's last report, 151 shares previously owned through Fairmount Partners and 1667 shares previously owned through Red Tower Securities have been distributed and are now owned directly. All shares previously owned by Fairmount Partners and Red Tower Securities were reported by the reporting person, but the reporting person had disclaimed beneficial ownership of such shares to the extent in excess of his pecuniary interest.

Remarks:

	Michael P. Esposito, Jr.	02/18/2004
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.