8-K

 

UNITED STATES
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

Date of Report (Date of Earliest Event Reported): May 16, 2007

XL Capital Ltd
__________________________________________
(Exact name of registrant as specified in its charter)

Cayman Islands	1-10804	98-0191089
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
XL House, One Bermudiana Road, Hamilton, Bermuda		HM11
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On May 16, 2007, XL Capital Ltd issued the press release attached as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

c) Exhibits. The following exhibits are filed herewith:

Exhibit 99.1 Press Release (XL CAPITAL LTD ANNOUNCES PROPOSED UNDERWRITTEN SECONDARY OFFERING OF SECURITY CAPITAL ASSURANCE LTD SHARES) dated May 16, 2007.

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.

	XL Capital Ltd
May 17, 2007	By:	/s/ Kirstin Romann Gould
		Name: Kirstin Romann Gould
		Title: Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release (XL CAPITAL LTD ANNOUNCES PROPOSED UNDERWRITTEN SECONDARY OFFERING OF SECURITY CAPITAL ASSURANCE LTD SHARES) dated May 16, 2007

EX-99.1

XL Capital Ltd
XL House
One Bermudiana Road
Hamilton HM 11
Bermuda

Phone (441) 292 8515
Fax (441) 292 5280

Contact: David Radulski
Investor Relations
(441) 294 7460 Carol A. Parker Trott
Media Relations
(441) 294 7290

XL CAPITAL LTD ANNOUNCES PROPOSED UNDERWRITTEN SECONDARY OFFERING OF SECURITY CAPITAL
ASSURANCE LTD SHARES

HAMILTON, BERMUDA — May 16, 2007 — XL Capital Ltd (NYSE: XL) (“XL”) announced today that Security Capital Assurance Ltd (NYSE: SCA) (“SCA”), a financial guaranty company in which XL owns an approximately 63% economic interest, has filed, at XL’s request, a registration statement on Form S-1 with the U.S. Securities and Exchange Commission relating to a proposed underwritten secondary offering of a portion of SCA’s common shares owned by XL. After the proposed offering (the consummation of which is subject to market conditions), XL would beneficially own approximately 47.5% of SCA’s outstanding voting common shares (which would be further reduced if the underwriters’ option to purchase additional common shares were to be exercised).

Mr. Brian M. O’Hara, President and Chief Executive Officer of XL, said: “This proposed sale is being undertaken as part of XL’s ongoing strategy to simplify and optimize our structure. Following this proposed sale, XL plans to continue to maintain a strategic investment in SCA, however, SCA will no longer be a consolidated subsidiary of XL. XL will apply the equity method of accounting for its remaining investment in SCA.”

A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. A copy of the registration statement is available on the U.S. Securities and Exchange Commission website at www.sec.gov under Filings & Forms (EDGAR).

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

XL Capital Ltd, through its operating subsidiaries, is a leading provider of insurance and reinsurance coverages and financial products and services to industrial, commercial and professional service firms, insurance companies and other enterprises on a worldwide basis. As of March 31, 2007, XL Capital Ltd had consolidated assets of approximately $62.1 billion and consolidated shareholders’ equity of $11.3 billion.

This Press Release contains forward-looking statements. Such statements involve inherent risks and uncertainties. Statements that are not historical facts, including statements about the Company’s beliefs or expectations, are forward- looking statements. These statements are based on current plans, estimates and expectations. Actual results may differ materially from those projected in such forward-looking statements and therefore you should not place undue reliance on them. A non-exclusive list of the important factors that could cause actual events or results to differ materially from those in such forward-looking statements is set forth in the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q and the Company’s other documents on file with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future developments or otherwise.