As filed with the Securities and Exchange Commission on June 24, 1999

                             Registration No. 333-
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


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

            Cayman Islands                           98-0058718
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)

                               XL Capital Ltd
                              Cumberland House
                             One Victoria Street
                              P.O. Box HM 2245
                                Hamilton HMJX
                                   Bermuda
  (Address, including zip code, of Registrant's principal executive office)

                    XL CAPITAL CONVERTED 1989 OPTION PLAN
                    XL CAPITAL CONVERTED 1993 OPTION PLAN
      XL CAPITAL CONVERTED 1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN
              XL CAPITAL CONVERTED DIRECTORS' STOCK OPTION PLAN
              XL CAPITAL CONVERTED EMPLOYEE STOCK PURCHASE PLAN
                     NAC RE CORP. EMPLOYEE SAVINGS PLAN
                            (Full title of the Plan)
                           Paul S. Giordano, Esq.
            Senior Vice President, General Counsel and Secretary
                               XL Capital Ltd
                          c/o CT Corporation System
                                1633 Broadway
                          New York, New York 10019
                               (212) 246-5070
  (Name, address, including zip code, and telephone number, including area
                  code, of Registrant's agent for service)

                                 Copies to:
                             Lee Meyerson, Esq.
                         Simpson Thacher & Bartlett
                            425 Lexington Avenue
                        New York, New York 10017-3954
                               (212) 455-2000

<PAGE>

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

   Title of Securities to be       Amount to be   Proposed Maximum   Proposed Maximum     Amount of
           Registered               Registered     Offering Price       Aggregate      Registration Fee
                                                     Per Share        Offering Price
<S>                                <C>            <C>                <C>               <C>
Common Stock, $0.01 par value      2,696,778(b)      $58.66(c)       $158,192,997.40(c)   $43,977.65(c)
per share(a)  . . . . . . . . .

</TABLE>

(a)  Includes Preferred Share Purchase Rights which, prior to the occurrence
     of certain events will not be exercisable or evidenced separately from
     the Common Stock.
(b)  Represents 628,001 shares of Common Stock issuable under the XL Capital
     Converted 1989 Option Plan; 919,200 shares of Common Stock issuable under
     the XL Capital Converted 1993 Option Plan; 589,398 shares of Common Stock
     issuable under the XL Capital Converted 1997 Incentive and Capital
     Accumulation Plan; 164,700 shares of Common Stock issuable under the XL
     Capital Converted Directors' Stock Option Plan;  145,479 shares of Common
     Stock Issuable under the XL Capital Converted Employee Stock Purchase
     Plan; 250,000 shares of Common Stock issuable under the NAC Re Corp.
     Employee Savings Plan.
(c)  Pursuant to Rules 457(h)(1)under the Securities Act of 1933, the proposed
     maximum offering price per share, the proposed maximum aggregate offering
     price and the amount of registration fee have been computed on the basis
     of the average high and low price of the Common Stock reported on the
     New York Stock Exchange on June 18, 1999.



























<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents  filed by XL  Capital Ltd (the  "Company" or  the
"Registrant") with  the Securities and Exchange  Commission (the "Commission")
pursuant  to the Securities  Exchange Act of  1934, as  amended (the "Exchange
Act"), are hereby incorporated by reference in this Registration Statement:

        (a)  The  Company's Annual  Report on  Form 10-K  for the  fiscal year
ended December  31, 1998  (file no.  1-10804), as amended  by the Company's
10-K/A filed on May 21, 1999.

        (b)  The  Company's Current  Report on  Form  8-K (file  no.  1-10804)
filed on April 30, 1999.

        (c)  The  Company's   Proxy  Statement/Prospectus,  included   in  the
Company's registration statement  on Form S-4, as  filed with the Commission on
April 26, 1999.

        (d)  The  Company's Quarterly Report on  Form 10-Q (file  no. 1-10804)
filed on April 14, 1999.

        (e)  The  description of the Company's  capital stock contained in the
Company's Registration Statement on file under Section  12 of the Exchange Act,
including  any amendments  or reports filed  for the purpose  of updating such
description.

     All documents filed by the  Company pursuant to Section 13(a), 13(c),  14
and 15(d)  of the Exchange Act  after the date of  this Registration Statement
and prior  to the filing  of a  post-effective amendment to  this Registration
Statement  indicating that  all securities  offered have  been  sold or  which
deregisters  all  securities then  remaining  unsold, shall  be  deemed  to be
incorporated  by reference  into this  Registration Statement  and to  be part
hereof from the  date of filing of such documents.  Any statement contained in
a  document incorporated  or deemed  to  be incorporated  by  reference herein
shall  be  deemed   to  be  modified  or  superseded  for   purposes  of  this
Registration Statement to the  extent that a statement contained  herein or in
any subsequently filed document which also is  or is deemed to be incorporated
by reference herein  modifies or supersedes such statement. Any such statement
so modified  or superseded  shall  not be  deemed, except  as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities
     Not required.

Item 5. Interests of Named Experts and Counsel
     Not required

Item 6. Indemnification of Directors and Officers
     Article 109  of the  Company's Articles  of Association,  incorporated by
reference  to Annex  G to the  Joint Proxy Statement, contains provisions with
respect to indemnification of the  directors and officers of the Company.  The
general  effect of these  provisions is  to provide  for the indemnity  by the
Company of  an  officer,  director,  employee  or agent  of  the  Company  for
threatened, pending or completed actions, suits or proceedings (other  than an
action  by or in  the right  of the Company) brought  against such indemnified
person  by reason  of  the fact  that such  person  was an  officer, director,
employee or  agent of the  Company, if such  indemnified person  acted in good




<PAGE>

faith and in a  manner he reasonably believed to  be in or not  opposed to the
best  interest of  the Company  and, with  respect to  any criminal  action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.

        The Articles  of Association also  provide for the indemnification  of
such person  against expenses actually  and reasonably incurred  in connection
with suits  brought by or  in the right of  the Company by reason  of the fact
that such  indemnified person is  an officer, director,  employee or  agent of
the Company if such indemnified person acted in good faith and in a manner  he
reasonably believed  to be  in or  not opposed  to the  best interest  of  the
Company;  provided that no  such indemnification  shall be made  in respect of
any  claim, issue or matter as  to which such person  shall have been adjudged
to be liable for willful neglect or default in the performance of his duty  to
the Company unless and  only to the extent that the Grand Court  of the Cayman
Islands or the court in which such action or  suit was brought shall determine
upon application that,  despite the adjudication of liability,  but in view of
all  the circumstances  of  the case,  such person  is  fairly and  reasonably
entitled to  indemnity for such expenses  which the Grand Court  or other such
court shall deem proper.

        To the extent that such  indemnified person shall be successful on the
merits or otherwise in defense of  any such action, suit or proceeding,  or in
defense of  any  claim, issue  or  matter  therein, he  shall  be  indemnified
against expenses  (including attorneys' fees) actually and reasonably incurred
by him in connection therewith.

        Directors  and  officers  of  the  Company   are  also  provided  with
indemnification  against  certain  liabilities  pursuant to  a  directors  and
officers liability insurance policy.

Item 7. Exemption from Registration Claimed
        Exemption from  registration is  claimed  under  Section 4(2)  of  the
Securities Act  for  the  grants of  Ordinary  Shares,  reserved  as  deferred
compensation  under the EXEL Limited Stock Plan  for Nonemployee Directors, to
certain directors.

Item 8. Exhibits
     The following exhibits are filed as part of this Registration Statement:

4.1         Memorandum of Association   of the  Company, incorporated  herein
            by reference  to Annex  G to the  Joint Proxy  Statement of  EXEL
            Limited and Mid Ocean Limited dated July 2, 1998.
4.2         Articles  of  Association  incorporated herein  by  reference  to
            Annex G to  the Joint  Proxy Statement  of EXEL  Limited and  Mid
            Ocean Limited dated July 2, 1998.
4.3         Rights Agreement,  dated as of  September 11,  1998, between  the
            Company  and ChaseMellon  Shareholder Services L.L.C.,  as Rights
            Agent (incorporated herein by reference  to the Company's Current
            Report on Form 8-K dated October 21, 1998).
5           Opinion of Hunter & Hunter, Attorneys-at-Law.
23.1        Consent of PricewaterhouseCoopers LLP.
23.2        Consent of Ernst & Young LLP.
23.3        Consent of Hunter & Hunter (included in Exhibit 5).
24          Power of Attorney.
99(a)       Appointment of CT Corporation System as U.S. Agent for Service
            of Process (incorporated  by reference to the Company's Form F-N
            filed with the Commission on August 24, 1998).




<PAGE>

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(1)  To  file, during any period  in which offers or  sales are being made,  a
post-effective amendment to this Registration Statement:

      (i)   to include  any prospectus  required  by Section  10(a)(3) of  the
     Securities Act of 1933 (the "Act");

     (ii)  to reflect in the prospectus any facts or  events arising after the
     effective date  of this Registration Statement (or  the most recent post-
     effective  amendment thereof)  which, individually  or in  the aggregate,
     represent  a fundamental  change  in the  information set  forth  in this
     Registration Statement (except  to the extent the information required to
     be included  by clauses  (i)  or (ii)  is contained  in periodic  reports
     filed by the Company pursuant to Section 13 or 15(d)  of the Exchange Act
     that are incorporated by reference into this Registration Statement);

     (iii)   to include any material  information with respect to  the plan of
     distribution not previously disclosed  in this Registration Statement  or
     any material change to such information in this Registration Statement.

(2)  That, for the purposes  of determining any liability under the  Act, each
such  post-effective  amendment  shall  be deemed  to  be  a new  registration
statement  relating to  the securities  offered therein,  and the  offering of
such securities  at that time  shall be  deemed to  be the  initial bona  fide
offering thereof.

(3)   To remove from registration  by means of a  post-effective amendment any
of the securities  being registered which remain unsold  at the termination of
the offering.

(4)   That,  for purposes  of determining  any liability  under the
Act, each filing  of the Registrant's  annual report pursuant to Section 13(a)
or 15(d)of the Exchange  Act that  is incorporated by  reference in this
Registration Statement  shall be deemed to be a  new registration statement
relating to the securities offered therein, and the offering of such securities
at  that time shall be deemed to be the initial bona fide offering thereof.

(5)   Insofar as indemnification for liabilities  arising under the Act may be
permitted  to directors,  officers and  controlling persons of  the Registrant
pursuant  to the foregoing  provisions, or otherwise, the  Registrant has been
advised that in the opinion  of the Commission such indemnification is against
public  policy as expressed  in the Act  and is,  therefore, unenforceable. In
the  event that a  claim for  indemnification against  such liabilities (other
than  the payment  by  the  Registrant  of  expenses  incurred or  paid  by  a
director,  officer or controlling  person of the Registrant  in the successful
defense  of any  action,  suit or  proceeding) is  asserted by  such director,
officer  or  controlling  person  in  connection  with  the  securities  being
registered,  the Registrant  will, unless  in the  opinion of its  counsel the
matter  has been  settled  by controlling  precedent,  submit  to a  court  of
appropriate jurisdiction the  question whether such  indemnification by it  is
against public  policy as expressed  in the  Act and will  be governed  by the
final adjudication of such issue.






<PAGE>

                                  SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that  it has reasonable grounds to  believe that it meets
all of  the requirements  for filing  on Form  S-8 and  has duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly  authorized, in the  City of Hamilton,  Country of  Bermuda, on
this 17th day of June, 1999.

                                 XL CAPITAL LTD
                                 (Registrant)


                                 By:  /s/Brian M. O'Hara

                                 Name:        Brian M. O'Hara
                                 Title:  President, Chief Executive Officer
                                         & Director



     Pursuant  to the  requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been  signed below by the following  persons in the
capacities and on the date indicated.

 Signature              Title                                    Date
/s/Brian M. O'Hara
___________________
Brian M. O'Hara       President, Chief Executive Officer and     June 17, 1999
                      Director (Principal Executive Officer)

/s/Robert R. Lusardi
____________________
Robert R. Lusardi     Executive Vice President and Chief         June 17, 1999
                      Financial Officer (Principal Financial
                      Officer and Principal Accounting Officer)
/s/Michael P. Esposito, Jr.
___________________________
Michael P. Esposito,
  Jr.                 Director and Chairman of the Board of      June 17, 1999
                      Directors

/s/Michael A. Butt
__________________
Michael A. Butt       Director                                   June 17, 1999





<PAGE>


/s/Robert Clements
__________________
Robert Clements       Director                                   June 17, 1999


__________________
Sir Brian Corby       Director                                   June   , 1999

*Robert R. Glauber
_____________________
Robert R. Glauber     Director                                   June 17, 1999

*Robert V. Hatcher, Jr.
________________________
Robert V. Hatcher,
 Jr.                  Director                                   June 17, 1999

*Ian R. Heap
_________________
Ian R. Heap           Director                                   June 17, 1999

*Paul Jenabart
_________________
Paul Jeanbart         Director                                   June 17, 1999

*John Loudon
__________________
John Loudon           Director                                   June 17, 1999

*Robert J. Newhouse, Jr.
__________________________
Robert J. Newhouse,
 Jr.                  Director                                   June 17, 1999

*Robert S. Parker
_________________
Robert S. Parker     Director                                    June 17, 1999





<PAGE>

*Cyril Rance
_________________
Cyril Rance           Director                                   June 17, 1999

*Alan Z. Senter
_________________
Alan Z. Senter        Director                                   June 17, 1999

*John T. Thornton
_____________________
John T. Thornton      Director                                   June 17, 1999

*Ellen E. Thrower
____________________
Ellen E. Thrower      Director                                   June 17, 1999

*John Weiser
_________________
John Weiser           Director                                   June 17, 1999

/s/Paul S. Giordano
____________________
Paul S. Giordano     Senior Vice President, General Counsel      June 17, 1999
                       and Secretary


                                                /s/Paul S. Giordano
By: ________________________
          Paul S. Giordano
          Attorney-in-Fact
















<PAGE>

             Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greenwich, State of
Connecticut , on the 18th day of June, 1999.

                                 NAC RE CORP. EMPLOYEE SAVINGS PLAN

                                     /s/ Celia R. Brown
                                 By:_______________________________
                                    Name:   Celia R. Brown
                                    Title:  Senior Vice President and Manager
                                            of Human Resources,
                                            NAC Reinsurance Corp.






































<PAGE>

                               INDEX TO EXHIBITS

Exhibit                                           Description
Number
4.1          Memorandum of  Association, incorporated by  reference to Annex G
             to  the  Joint  Proxy Statement  of  EXEL Limited  and  Mid Ocean
             Limited, dated July 2, 1998.
4.2          Articles of  Association, incorporated by reference to Annex G to
             the Joint Proxy Statement of EXEL Limited  and Mid Ocean Limited,
             dated July 2, 1998.
4.3          Rights  Agreement dated  as of  September  11, 1998  between  the
             Company and ChaseMellon  Shareholder Services  L.L.C., as  Rights
             Agent  (incorporated herein by reference to the Company's Current
             Report on Form 8-K, dated October 21, 1998.
5            Opinion of Hunter & Hunter, Attorneys-at-Law.
23.1         Consent of PricewaterhouseCoopers LLP.
23.2         Consent of Ernst & Young LLP.
23.3         Consent of Hunter & Hunter (included in Exhibit 5).
24           Power of Attorney.
99(a)        Appointment of  CT Corporation System as  U.S. Agent for  Service
             of Process  (incorporated by reference  to the Company's Form F-N
             filed with the Commission on August 21, 1998).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20172}]
{"company-data": {"conformed-name": "XL CAPITAL LTD", "cik": "0000875159", "assigned-sic": "6351", "irs-number": "980058718", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81451", "film-number": "99651578"}, "business-address": {"street1": "CUMBERLAND HOUSE", "street2": "1 VICTORIA ST", "city": "HAMILTON HM11 BERMUD", "state": "D2", "phone": "4412928515"}, "mail-address": {"street1": "CAHILL GORDON & REINDEL(IMMANUEL KOHN)", "street2": "80 PINE STREET", "city": "NEW YORKI", "state": "NY", "zip": "10005"}, "former-company": {"former-conformed-name": "EXEL LTD", "date-changed": "19950720"}}
As filed with the Securities and Exchange Commission on June 24, 1999

                             Registration No. 333-
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

            Cayman Islands                           98-0058718
   (State or other jurisdiction of        (I.R.S. Employer Identification
    incorporation or organization)                    Number)

                               XL Capital Ltd
                              Cumberland House
                             One Victoria Street
                              P.O. Box HM 2245
                                Hamilton HMJX
                                   Bermuda
  (Address, including zip code, of Registrant's principal executive office)

                    XL CAPITAL CONVERTED 1989 OPTION PLAN
                    XL CAPITAL CONVERTED 1993 OPTION PLAN
      XL CAPITAL CONVERTED 1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN
              XL CAPITAL CONVERTED DIRECTORS' STOCK OPTION PLAN
              XL CAPITAL CONVERTED EMPLOYEE STOCK PURCHASE PLAN
                     NAC RE CORP. EMPLOYEE SAVINGS PLAN
                            (Full title of the Plan)
                           Paul S. Giordano, Esq.
            Senior Vice President, General Counsel and Secretary
                               XL Capital Ltd
                          c/o CT Corporation System
                                1633 Broadway
                          New York, New York 10019
                               (212) 246-5070
  (Name, address, including zip code, and telephone number, including area
                  code, of Registrant's agent for service)

                                 Copies to:
                             Lee Meyerson, Esq.
                         Simpson Thacher & Bartlett
                            425 Lexington Avenue
                        New York, New York 10017-3954
                               (212) 455-2000
CALCULATION OF REGISTRATION FEE
Title of Securities to be       Amount to be   Proposed Maximum   Proposed Maximum     Amount of
           Registered               Registered     Offering Price       Aggregate      Registration Fee
                                                     Per Share        Offering Price
Common Stock, $0.01 par value      2,696,778(b)      $58.66(c)       $158,192,997.40(c)   $43,977.65(c)
per share(a)  . . . . . . . . .
(a)  Includes Preferred Share Purchase Rights which, prior to the occurrence
     of certain events will not be exercisable or evidenced separately from
     the Common Stock.
(b)  Represents 628,001 shares of Common Stock issuable under the XL Capital
     Converted 1989 Option Plan; 919,200 shares of Common Stock issuable under
     the XL Capital Converted 1993 Option Plan; 589,398 shares of Common Stock
     issuable under the XL Capital Converted 1997 Incentive and Capital
     Accumulation Plan; 164,700 shares of Common Stock issuable under the XL
     Capital Converted Directors' Stock Option Plan;  145,479 shares of Common
     Stock Issuable under the XL Capital Converted Employee Stock Purchase
     Plan; 250,000 shares of Common Stock issuable under the NAC Re Corp.
     Employee Savings Plan.
(c)  Pursuant to Rules 457(h)(1)under the Securities Act of 1933, the proposed
     maximum offering price per share, the proposed maximum aggregate offering
     price and the amount of registration fee have been computed on the basis
     of the average high and low price of the Common Stock reported on the
     New York Stock Exchange on June 18, 1999.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents  filed by XL  Capital Ltd (the  "Company" or  the
"Registrant") with  the Securities and Exchange  Commission (the "Commission")
pursuant  to the Securities  Exchange Act of  1934, as  amended (the "Exchange
Act"), are hereby incorporated by reference in this Registration Statement:

        (a)  The  Company's Annual  Report on  Form 10-K  for the  fiscal year
ended December  31, 1998  (file no.  1-10804), as amended  by the Company's
10-K/A filed on May 21, 1999.

        (b)  The  Company's Current  Report on  Form  8-K (file  no.  1-10804)
filed on April 30, 1999.

        (c)  The  Company's   Proxy  Statement/Prospectus,  included   in  the
Company's registration statement  on Form S-4, as  filed with the Commission on
April 26, 1999.

        (d)  The  Company's Quarterly Report on  Form 10-Q (file  no. 1-10804)
filed on April 14, 1999.

        (e)  The  description of the Company's  capital stock contained in the
Company's Registration Statement on file under Section  12 of the Exchange Act,
including  any amendments  or reports filed  for the purpose  of updating such
description.

     All documents filed by the  Company pursuant to Section 13(a), 13(c),  14
and 15(d)  of the Exchange Act  after the date of  this Registration Statement
and prior  to the filing  of a  post-effective amendment to  this Registration
Statement  indicating that  all securities  offered have  been  sold or  which
deregisters  all  securities then  remaining  unsold, shall  be  deemed  to be
incorporated  by reference  into this  Registration Statement  and to  be part
hereof from the  date of filing of such documents.  Any statement contained in
a  document incorporated  or deemed  to  be incorporated  by  reference herein
shall  be  deemed   to  be  modified  or  superseded  for   purposes  of  this
Registration Statement to the  extent that a statement contained  herein or in
any subsequently filed document which also is  or is deemed to be incorporated
by reference herein  modifies or supersedes such statement. Any such statement
so modified  or superseded  shall  not be  deemed, except  as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities
     Not required.

Item 5. Interests of Named Experts and Counsel
     Not required

Item 6. Indemnification of Directors and Officers
     Article 109  of the  Company's Articles  of Association,  incorporated by
reference  to Annex  G to the  Joint Proxy Statement, contains provisions with
respect to indemnification of the  directors and officers of the Company.  The
general  effect of these  provisions is  to provide  for the indemnity  by the
Company of  an  officer,  director,  employee  or agent  of  the  Company  for
threatened, pending or completed actions, suits or proceedings (other  than an
action  by or in  the right  of the Company) brought  against such indemnified
person  by reason  of  the fact  that such  person  was an  officer, director,
employee or  agent of the  Company, if such  indemnified person  acted in good
faith and in a  manner he reasonably believed to  be in or not  opposed to the
best  interest of  the Company  and, with  respect to  any criminal  action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.

        The Articles  of Association also  provide for the indemnification  of
such person  against expenses actually  and reasonably incurred  in connection
with suits  brought by or  in the right of  the Company by reason  of the fact
that such  indemnified person is  an officer, director,  employee or  agent of
the Company if such indemnified person acted in good faith and in a manner  he
reasonably believed  to be  in or  not opposed  to the  best interest  of  the
Company;  provided that no  such indemnification  shall be made  in respect of
any  claim, issue or matter as  to which such person  shall have been adjudged
to be liable for willful neglect or default in the performance of his duty  to
the Company unless and  only to the extent that the Grand Court  of the Cayman
Islands or the court in which such action or  suit was brought shall determine
upon application that,  despite the adjudication of liability,  but in view of
all  the circumstances  of  the case,  such person  is  fairly and  reasonably
entitled to  indemnity for such expenses  which the Grand Court  or other such
court shall deem proper.

        To the extent that such  indemnified person shall be successful on the
merits or otherwise in defense of  any such action, suit or proceeding,  or in
defense of  any  claim, issue  or  matter  therein, he  shall  be  indemnified
against expenses  (including attorneys' fees) actually and reasonably incurred
by him in connection therewith.

        Directors  and  officers  of  the  Company   are  also  provided  with
indemnification  against  certain  liabilities  pursuant to  a  directors  and
officers liability insurance policy.

Item 7. Exemption from Registration Claimed
        Exemption from  registration is  claimed  under  Section 4(2)  of  the
Securities Act  for  the  grants of  Ordinary  Shares,  reserved  as  deferred
compensation  under the EXEL Limited Stock Plan  for Nonemployee Directors, to
certain directors.

Item 8. Exhibits
     The following exhibits are filed as part of this Registration Statement:

4.1         Memorandum of Association   of the  Company, incorporated  herein
            by reference  to Annex  G to the  Joint Proxy  Statement of  EXEL
            Limited and Mid Ocean Limited dated July 2, 1998.
4.2         Articles  of  Association  incorporated herein  by  reference  to
            Annex G to  the Joint  Proxy Statement  of EXEL  Limited and  Mid
            Ocean Limited dated July 2, 1998.
4.3         Rights Agreement,  dated as of  September 11,  1998, between  the
            Company  and ChaseMellon  Shareholder Services L.L.C.,  as Rights
            Agent (incorporated herein by reference  to the Company's Current
            Report on Form 8-K dated October 21, 1998).
5           Opinion of Hunter & Hunter, Attorneys-at-Law.
23.1        Consent of PricewaterhouseCoopers LLP.
23.2        Consent of Ernst & Young LLP.
23.3        Consent of Hunter & Hunter (included in Exhibit 5).
24          Power of Attorney.
99(a)       Appointment of CT Corporation System as U.S. Agent for Service
            of Process (incorporated  by reference to the Company's Form F-N
            filed with the Commission on August 24, 1998).
Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(1)  To  file, during any period  in which offers or  sales are being made,  a
post-effective amendment to this Registration Statement:

      (i)   to include  any prospectus  required  by Section  10(a)(3) of  the
     Securities Act of 1933 (the "Act");

     (ii)  to reflect in the prospectus any facts or  events arising after the
     effective date  of this Registration Statement (or  the most recent post-
     effective  amendment thereof)  which, individually  or in  the aggregate,
     represent  a fundamental  change  in the  information set  forth  in this
     Registration Statement (except  to the extent the information required to
     be included  by clauses  (i)  or (ii)  is contained  in periodic  reports
     filed by the Company pursuant to Section 13 or 15(d)  of the Exchange Act
     that are incorporated by reference into this Registration Statement);

     (iii)   to include any material  information with respect to  the plan of
     distribution not previously disclosed  in this Registration Statement  or
     any material change to such information in this Registration Statement.

(2)  That, for the purposes  of determining any liability under the  Act, each
such  post-effective  amendment  shall  be deemed  to  be  a new  registration
statement  relating to  the securities  offered therein,  and the  offering of
such securities  at that time  shall be  deemed to  be the  initial bona  fide
offering thereof.

(3)   To remove from registration  by means of a  post-effective amendment any
of the securities  being registered which remain unsold  at the termination of
the offering.

(4)   That,  for purposes  of determining  any liability  under the
Act, each filing  of the Registrant's  annual report pursuant to Section 13(a)
or 15(d)of the Exchange  Act that  is incorporated by  reference in this
Registration Statement  shall be deemed to be a  new registration statement
relating to the securities offered therein, and the offering of such securities
at  that time shall be deemed to be the initial bona fide offering thereof.

(5)   Insofar as indemnification for liabilities  arising under the Act may be
permitted  to directors,  officers and  controlling persons of  the Registrant
pursuant  to the foregoing  provisions, or otherwise, the  Registrant has been
advised that in the opinion  of the Commission such indemnification is against
public  policy as expressed  in the Act  and is,  therefore, unenforceable. In
the  event that a  claim for  indemnification against  such liabilities (other
than  the payment  by  the  Registrant  of  expenses  incurred or  paid  by  a
director,  officer or controlling  person of the Registrant  in the successful
defense  of any  action,  suit or  proceeding) is  asserted by  such director,
officer  or  controlling  person  in  connection  with  the  securities  being
registered,  the Registrant  will, unless  in the  opinion of its  counsel the
matter  has been  settled  by controlling  precedent,  submit  to a  court  of
appropriate jurisdiction the  question whether such  indemnification by it  is
against public  policy as expressed  in the  Act and will  be governed  by the
final adjudication of such issue.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that  it has reasonable grounds to  believe that it meets
all of  the requirements  for filing  on Form  S-8 and  has duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly  authorized, in the  City of Hamilton,  Country of  Bermuda, on
this 17th day of June, 1999.

                                 XL CAPITAL LTD
                                 (Registrant)

                                 By:  /s/Brian M. O'Hara

                                 Name:        Brian M. O'Hara
                                 Title:  President, Chief Executive Officer
                                         & Director

     Pursuant  to the  requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been  signed below by the following  persons in the
capacities and on the date indicated.

 Signature              Title                                    Date
/s/Brian M. O'Hara
___________________
Brian M. O'Hara       President, Chief Executive Officer and     June 17, 1999
                      Director (Principal Executive Officer)

/s/Robert R. Lusardi
____________________
Robert R. Lusardi     Executive Vice President and Chief         June 17, 1999
                      Financial Officer (Principal Financial
                      Officer and Principal Accounting Officer)
/s/Michael P. Esposito, Jr.
___________________________
Michael P. Esposito,
  Jr.                 Director and Chairman of the Board of      June 17, 1999
                      Directors

/s/Michael A. Butt
__________________
Michael A. Butt       Director                                   June 17, 1999
/s/Robert Clements
__________________
Robert Clements       Director                                   June 17, 1999

__________________
Sir Brian Corby       Director                                   June   , 1999

*Robert R. Glauber
_____________________
Robert R. Glauber     Director                                   June 17, 1999

*Robert V. Hatcher, Jr.
________________________
Robert V. Hatcher,
 Jr.                  Director                                   June 17, 1999

*Ian R. Heap
_________________
Ian R. Heap           Director                                   June 17, 1999

*Paul Jenabart
_________________
Paul Jeanbart         Director                                   June 17, 1999

*John Loudon
__________________
John Loudon           Director                                   June 17, 1999

*Robert J. Newhouse, Jr.
__________________________
Robert J. Newhouse,
 Jr.                  Director                                   June 17, 1999

*Robert S. Parker
_________________
Robert S. Parker     Director                                    June 17, 1999
*Cyril Rance
_________________
Cyril Rance           Director                                   June 17, 1999

*Alan Z. Senter
_________________
Alan Z. Senter        Director                                   June 17, 1999

*John T. Thornton
_____________________
John T. Thornton      Director                                   June 17, 1999

*Ellen E. Thrower
____________________
Ellen E. Thrower      Director                                   June 17, 1999

*John Weiser
_________________
John Weiser           Director                                   June 17, 1999

/s/Paul S. Giordano
____________________
Paul S. Giordano     Senior Vice President, General Counsel      June 17, 1999
                       and Secretary

                                                /s/Paul S. Giordano
By: ________________________
          Paul S. Giordano
          Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Greenwich, State of
Connecticut , on the 18th day of June, 1999.

                                 NAC RE CORP. EMPLOYEE SAVINGS PLAN

                                     /s/ Celia R. Brown
                                 By:_______________________________
                                    Name:   Celia R. Brown
                                    Title:  Senior Vice President and Manager
                                            of Human Resources,
                                            NAC Reinsurance Corp.
INDEX TO EXHIBITS

Exhibit                                           Description
Number
4.1          Memorandum of  Association, incorporated by  reference to Annex G
             to  the  Joint  Proxy Statement  of  EXEL Limited  and  Mid Ocean
             Limited, dated July 2, 1998.
4.2          Articles of  Association, incorporated by reference to Annex G to
             the Joint Proxy Statement of EXEL Limited  and Mid Ocean Limited,
             dated July 2, 1998.
4.3          Rights  Agreement dated  as of  September  11, 1998  between  the
             Company and ChaseMellon  Shareholder Services  L.L.C., as  Rights
             Agent  (incorporated herein by reference to the Company's Current
             Report on Form 8-K, dated October 21, 1998.
5            Opinion of Hunter & Hunter, Attorneys-at-Law.
23.1         Consent of PricewaterhouseCoopers LLP.
23.2         Consent of Ernst & Young LLP.
23.3         Consent of Hunter & Hunter (included in Exhibit 5).
24           Power of Attorney.
99(a)        Appointment of  CT Corporation System as  U.S. Agent for  Service
             of Process  (incorporated by reference  to the Company's Form F-N
             filed with the Commission on August 21, 1998).