As filed with the Securities and Exchange Commission on April 8, 2003.

                                                     Registration No. 333-
                                                                          ------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   -----------

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

                                   -----------

                     SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
             (Exact name of registrant as specified in its charter)

            CAYMAN ISLANDS
    (State or other jurisdiction of                     98-0362785
    incorporation or organization)      (I.R.S. Employer Identification Number)

            P.O. BOX HM 2939
        CROWN HOUSE, THIRD FLOOR
           4 PAR-LA-VILLE ROAD                     CT CORPORATION SYSTEM
          HAMILTON HM08 BERMUDA                     111 EIGHTH AVENUE
             (441) 295-4451                         NEW YORK, NY 10011
  (Address, including zip code, and                   (212) 590-9200
telephone number, including area code,   (Name, address, including zip code, and
 of Registrant's principal executive     telephone number, including area code,
               offices)                            of agent for service)

                             2001 STOCK OPTION PLAN
                            (Full title of the plan)

                                   -----------

                                 With Copies to:

          PAUL GOLDEAN, ESQ.                     HUGH T. McCORMICK, ESQ.
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.           STEPHEN G. ROONEY, ESQ.
       CROWN HOUSE, THIRD FLOOR           LeBOEUF, LAMB, GREENE & MacRAE, L.L.P.
          4 PAR-LA-VILLE ROAD                      125 WEST 55TH STREET
        HAMILTON HM 08 BERMUDA                      NEW YORK, NY 10019
            (441) 295-4451                            (212) 424-8000

                                   -----------


<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------- ----------------- ---------------- ----------------- ----------------
                                                                          Proposed          Proposed
                                                                           Maximum          Maximum          Amount of
                                                       Amount to be    Offering Price      Aggregate       Registration
Title of Each Class of Securities to be Registered    Registered (1)    Per Share (2)    Offering Price         Fee
---------------------------------------------------- ----------------- ---------------- ----------------- ----------------
<S>                                                       <C>          <C>              <C>               <C>
Ordinary Shares, par value $0.01 per share to be          650,000      $    17.57       $ 11,420,500      $    1,051
issued upon exercise of options granted and
outstanding and options authorized and unissued
under the 2001 Stock Option Plan.................
---------------------------------------------------- ----------------- ---------------- ----------------- ----------------
</TABLE>

1. Pursuant to Rule 416, there are also registered hereunder such indeterminate
number of additional shares as may become issuable under the 2001 Stock Option
Plan as a result of antidilution provisions or with respect to stock splits,
stock dividends or similar transactions which results in an increase in the
number of the Registrant's outstanding ordinary shares.

2. The registration fee with respect to these shares has been computed in
accordance with paragraphs (c) and (h) of Rule 457, based upon the average of
the reported high and low sale prices of the Registrant's ordinary shares on the
New York Stock Exchange on April 4, 2003.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.  Plan Information

     The information called for by Part I of Form S-8 is included in the
description of Scottish Annuity & Life Holdings, Ltd.'s ("Scottish Annuity &
Life") 2001 Stock Option Plan (the "Plan") and will be delivered to persons
eligible to purchase shares pursuant to the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

     Item 2.  Registrant Information and Employee Plan Annual Information

     Upon written or oral request, Scottish Annuity & Life will provide, without
charge, the documents incorporated by reference in Item 3 of Part II of this
Registration Statement and such other documents required to be delivered to
employees pursuant to Rule 428(b). Requests for such information should be
directed to the Corporate Secretary at (441) 295-4451.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

     The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Scottish Annuity & Life are
incorporated by reference, as of their respective dates, in this Registration
Statement:

          (a) Annual Report on Form 10-K for the year ended December 31, 2002;
and

          (b) The description of our ordinary shares that is contained in our
registration statement on Form 8-A filed with the Commission on January 16,
2002.

     In addition, all documents subsequently filed by Scottish Annuity & Life
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for all purposes of this
Registration Statement to the extent that a


<PAGE>

statement contained herein or therein or in any other subsequently filed
document that 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 Applicable.

     Item 5.  Interests of Named Experts and Counsel.

     Maples and Calder, Grand Cayman, Cayman Islands, has given its opinion on
the legality of the Ordinary Shares offered pursuant to this registration
statement.

     Item 6.  Indemnification of Directors and Officers.

     Cayman Islands law permits a company's articles of association to provide
for the indemnification of officers and directors, except to the extent that
such provision may be held by the Cayman Islands courts to be contrary to public
policy (for instance, for purporting to provide indemnification against the
consequences of committing a crime). In addition, an officer or director may not
be indemnified for his own dishonesty, willful neglect or default. Our Articles
of Association contain provisions providing for the indemnification by Scottish
Annuity & Life of an officer, director or employee of Scottish Annuity & Life
for threatened, pending or contemplated actions, suits or proceedings, whether
civil, criminal, administrative or investigative, brought against such
indemnified person by reason of the fact that such person was an officer,
director or employee of Scottish Annuity & Life. In addition, the Board of
Directors may authorize Scottish Annuity & Life to purchase insurance on behalf
of any such person against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
Scottish Annuity & Life would have the power to indemnify him against such
liability under the provisions of the Articles of Association. Scottish Annuity
& Life maintains directors and officers liability insurance. Scottish Annuity &
Life has also entered into indemnity agreements with each of its executive
officers and directors. The Articles of Association provide that directors of
Scottish Annuity & Life shall have no personal liability to Scottish Annuity &
Life or its shareholders for monetary damages for breach of fiduciary or other
duties as a director, except for (1) any breach of a director's duty of loyalty
to Scottish Annuity & Life or its shareholders; (2) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (3) a payment of a dividend on shares of Scottish Annuity & Life or a
purchase or redemption of shares of Scottish Annuity & Life in violation of law;
or (4) any transaction from which a director derived an improper personal
benefit.

     Item 7.  Exemption From Registration Claimed.

     Not Applicable.


<PAGE>

     Item 8.  Exhibits.

     The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

Exhibit
Number   Description of Exhibit
-------  ---------------------------------------------------------
  4.1    Memorandum of Association of Scottish Annuity & Life. (1)
  4.2    Articles of Association of Scottish Annuity & Life. (1)
  4.3    Specimen Ordinary Share Certificate. (2)
  5.1    Opinion of Maples and Calder.
 23.1    Consent of Ernst & Young LLP.
 23.2    Consent of Ernst & Young LLP.
 23.3    Consent of Maples and Calder (Included in Exhibit 5.1).
 24.1    Power of attorney (included on signature page).
 99.1    Scottish Annuity & Life's 2001 Stock Option Plan. (3)

(1)  Previously filed as an Exhibit to Scottish Annuity & Life's Form 8-K/A
     filed with the Commission on January 11, 2002.

(2)  Previously filed as an Exhibit to Scottish Annuity & Life's Registration
     Statement on Form S-1 (No. 333-57227) filed with the Commission on June 19,
     1998, as amended.

(3)  Previously filed as an Exhibit to Scottish Annuity & Life's Annual Report
     on Form 10-K filed with the Commission on March 5, 2002.

     Item 9.  Undertakings.

     A. 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;

               (ii) to reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price


<PAGE>

represent no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and

               (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;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

          (2) that, for the purpose of determining any liability under the
Securities 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; and

          (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.

     B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
undersigned Registrant's annual report pursuant to Section 13(a) or Section
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.

     C. Insofar as indemnification for liabilities arising under the Securities
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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Scottish
Annuity & Life Holdings, Ltd. 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 Hamilton, Bermuda, on the 8th day of
April, 2003.

                                       SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.

                                       By:   /s/ Scott E. Willkomm
                                             --------------------------------
                                             Scott E. Willkomm
                                             President



                                POWER OF ATTORNEY

     The undersigned do hereby constitute and appoint Scott E. Willkomm and
Michael C. French, or either of them, our true and lawful attorneys and agents,
to sign for us or any of us in our names and in the capacities indicated below,
any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto and other
documents required in connection therewith, and to do any and all acts and
things in our names and in the capacities indicated below, which said attorneys
and agents, or either of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement; and we do hereby ratify and
confirm all that the said attorneys and agents, or either of them, shall do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 8th day of April, 2003.

SIGNATURE                                  TITLE
---------                                  -----

/s/ Michael C. French                      Chief Executive Officer and
-------------------------------------      Chairman of the Board of Directors
     MICHAEL C. FRENCH                     (Principal Executive Officer)

/s/ Scott E. Willkomm                      President and Director
-------------------------------------      (Authorized Representative in the
     SCOTT E. WILLKOMM                     United States)

/s/ Elizabeth A. Murphy                    Chief Financial Officer (Principal
-------------------------------------      Financial and Accounting Officer)
     ELIZABETH A. MURPHY

/s/ Michael Austin
-------------------------------------      Director
     MICHAEL AUSTIN

/s/ G. William Caulfield-Browne
-------------------------------------      Director
     G. WILLIAM CAULFEILD-BROWNE

/s/ Robert M. Chmely
-------------------------------------      Director
     ROBERT M. CHMELY

/s/ Lord Norman Lamont
-------------------------------------
     LORD NORMAN LAMONT                    Director

/s/ Hazel R. O'Leary
-------------------------------------
     HAZEL R. O'LEARY                      Director

/s/ Glenn S. Schafer
-------------------------------------
     GLENN S. SCHAFER                      Director

/s/ Khanh T. Tran
-------------------------------------
     KHANH T. TRAN                         Director


<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number       Description of Exhibit
-------      -------------------------------------------------------------------
  4.1        Memorandum of Association of Scottish Annuity & Life. (1)
  4.2        Articles of Association of Scottish Annuity & Life. (1)
  4.3        Specimen Ordinary Share Certificate. (2)
  5.1        Opinion of Maples and Calder.
 23.1        Consent of Ernst & Young LLP.
 23.2        Consent of Maples and Calder (Included in Exhibit 5.1).
 24.1        Power of attorney (included on signature page).
 99.1        Scottish Annuity & Life's 2001 Stock Option Plan. (3)

(1)  Previously filed as an Exhibit to Scottish Annuity & Life's Form 8-K/A
     filed with the Commission on January 11, 2002.

(2)  Previously filed as an Exhibit to Scottish Annuity & Life's Registration
     Statement on Form S-1 (No. 333-57227) filed with the Commission on June 19,
     1998, as amended.

(3)  Previously filed as an Exhibit to Scottish Annuity & Life's Annual Report
     on Form 10-K filed with the Commission on March 5, 2002.
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{"company-data": {"conformed-name": "SCOTTISH ANNUITY & LIFE HOLDINGS LTD", "cik": "0001064122", "assigned-sic": "6311", "irs-number": "000000000", "state-of-incorporation": "E9", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104389", "film-number": "03643132"}, "business-address": {"street1": "GRAND PAVILION COMMERCIAL CENTRE", "street2": "802 WEST BAY RD GEORGE TOWN GRAND CAYMAN", "city": "GRAND CAYMAN CAYMAN", "state": "E9", "zip": "00000", "phone": "3459492800"}, "mail-address": {"street1": "GRAND PAVILION COMMERCIAL CENTRE", "street2": "802 WEST BAY RD GEORGE TOWN", "city": "GRAND CAYMAN CAYMAN", "state": "E9", "zip": "00000"}, "former-company": {"former-conformed-name": "SCOTTISH LIFE HOLDINGS LTD", "date-changed": "19980615"}}
As filed with the Securities and Exchange Commission on April 8, 2003.

                                                     Registration No. 333-
                                                                          ------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   -----------

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

                                   -----------

                     SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
             (Exact name of registrant as specified in its charter)

            CAYMAN ISLANDS
    (State or other jurisdiction of                     98-0362785
    incorporation or organization)      (I.R.S. Employer Identification Number)

            P.O. BOX HM 2939
        CROWN HOUSE, THIRD FLOOR
           4 PAR-LA-VILLE ROAD                     CT CORPORATION SYSTEM
          HAMILTON HM08 BERMUDA                     111 EIGHTH AVENUE
             (441) 295-4451                         NEW YORK, NY 10011
  (Address, including zip code, and                   (212) 590-9200
telephone number, including area code,   (Name, address, including zip code, and
 of Registrant's principal executive     telephone number, including area code,
               offices)                            of agent for service)

                             2001 STOCK OPTION PLAN
                            (Full title of the plan)

                                   -----------

                                 With Copies to:

          PAUL GOLDEAN, ESQ.                     HUGH T. McCORMICK, ESQ.
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.           STEPHEN G. ROONEY, ESQ.
       CROWN HOUSE, THIRD FLOOR           LeBOEUF, LAMB, GREENE & MacRAE, L.L.P.
          4 PAR-LA-VILLE ROAD                      125 WEST 55TH STREET
        HAMILTON HM 08 BERMUDA                      NEW YORK, NY 10019
            (441) 295-4451                            (212) 424-8000

                                   -----------
CALCULATION OF REGISTRATION FEE
---------------------------------------------------- ----------------- ---------------- ----------------- ----------------
                                                                          Proposed          Proposed
                                                                           Maximum          Maximum          Amount of
                                                       Amount to be    Offering Price      Aggregate       Registration
Title of Each Class of Securities to be Registered    Registered (1)    Per Share (2)    Offering Price         Fee
---------------------------------------------------- ----------------- ---------------- ----------------- ----------------
Ordinary Shares, par value $0.01 per share to be          650,000      $    17.57       $ 11,420,500      $    1,051
issued upon exercise of options granted and
outstanding and options authorized and unissued
under the 2001 Stock Option Plan.................
---------------------------------------------------- ----------------- ---------------- ----------------- ----------------
1. Pursuant to Rule 416, there are also registered hereunder such indeterminate
number of additional shares as may become issuable under the 2001 Stock Option
Plan as a result of antidilution provisions or with respect to stock splits,
stock dividends or similar transactions which results in an increase in the
number of the Registrant's outstanding ordinary shares.

2. The registration fee with respect to these shares has been computed in
accordance with paragraphs (c) and (h) of Rule 457, based upon the average of
the reported high and low sale prices of the Registrant's ordinary shares on the
New York Stock Exchange on April 4, 2003.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Item 1.  Plan Information

     The information called for by Part I of Form S-8 is included in the
description of Scottish Annuity & Life Holdings, Ltd.'s ("Scottish Annuity &
Life") 2001 Stock Option Plan (the "Plan") and will be delivered to persons
eligible to purchase shares pursuant to the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

     Item 2.  Registrant Information and Employee Plan Annual Information

     Upon written or oral request, Scottish Annuity & Life will provide, without
charge, the documents incorporated by reference in Item 3 of Part II of this
Registration Statement and such other documents required to be delivered to
employees pursuant to Rule 428(b). Requests for such information should be
directed to the Corporate Secretary at (441) 295-4451.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

     The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Scottish Annuity & Life are
incorporated by reference, as of their respective dates, in this Registration
Statement:

          (a) Annual Report on Form 10-K for the year ended December 31, 2002;
and

          (b) The description of our ordinary shares that is contained in our
registration statement on Form 8-A filed with the Commission on January 16,
2002.

     In addition, all documents subsequently filed by Scottish Annuity & Life
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for all purposes of this
Registration Statement to the extent that a
statement contained herein or therein or in any other subsequently filed
document that 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 Applicable.

     Item 5.  Interests of Named Experts and Counsel.

     Maples and Calder, Grand Cayman, Cayman Islands, has given its opinion on
the legality of the Ordinary Shares offered pursuant to this registration
statement.

     Item 6.  Indemnification of Directors and Officers.

     Cayman Islands law permits a company's articles of association to provide
for the indemnification of officers and directors, except to the extent that
such provision may be held by the Cayman Islands courts to be contrary to public
policy (for instance, for purporting to provide indemnification against the
consequences of committing a crime). In addition, an officer or director may not
be indemnified for his own dishonesty, willful neglect or default. Our Articles
of Association contain provisions providing for the indemnification by Scottish
Annuity & Life of an officer, director or employee of Scottish Annuity & Life
for threatened, pending or contemplated actions, suits or proceedings, whether
civil, criminal, administrative or investigative, brought against such
indemnified person by reason of the fact that such person was an officer,
director or employee of Scottish Annuity & Life. In addition, the Board of
Directors may authorize Scottish Annuity & Life to purchase insurance on behalf
of any such person against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
Scottish Annuity & Life would have the power to indemnify him against such
liability under the provisions of the Articles of Association. Scottish Annuity
& Life maintains directors and officers liability insurance. Scottish Annuity &
Life has also entered into indemnity agreements with each of its executive
officers and directors. The Articles of Association provide that directors of
Scottish Annuity & Life shall have no personal liability to Scottish Annuity &
Life or its shareholders for monetary damages for breach of fiduciary or other
duties as a director, except for (1) any breach of a director's duty of loyalty
to Scottish Annuity & Life or its shareholders; (2) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (3) a payment of a dividend on shares of Scottish Annuity & Life or a
purchase or redemption of shares of Scottish Annuity & Life in violation of law;
or (4) any transaction from which a director derived an improper personal
benefit.

     Item 7.  Exemption From Registration Claimed.

     Not Applicable.
Item 8.  Exhibits.

     The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

Exhibit
Number   Description of Exhibit
-------  ---------------------------------------------------------
  4.1    Memorandum of Association of Scottish Annuity & Life. (1)
  4.2    Articles of Association of Scottish Annuity & Life. (1)
  4.3    Specimen Ordinary Share Certificate. (2)
  5.1    Opinion of Maples and Calder.
 23.1    Consent of Ernst & Young LLP.
 23.2    Consent of Ernst & Young LLP.
 23.3    Consent of Maples and Calder (Included in Exhibit 5.1).
 24.1    Power of attorney (included on signature page).
 99.1    Scottish Annuity & Life's 2001 Stock Option Plan. (3)

(1)  Previously filed as an Exhibit to Scottish Annuity & Life's Form 8-K/A
     filed with the Commission on January 11, 2002.

(2)  Previously filed as an Exhibit to Scottish Annuity & Life's Registration
     Statement on Form S-1 (No. 333-57227) filed with the Commission on June 19,
     1998, as amended.

(3)  Previously filed as an Exhibit to Scottish Annuity & Life's Annual Report
     on Form 10-K filed with the Commission on March 5, 2002.

     Item 9.  Undertakings.

     A. 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;

               (ii) to reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and

               (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;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.

          (2) that, for the purpose of determining any liability under the
Securities 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; and

          (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.

     B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
undersigned Registrant's annual report pursuant to Section 13(a) or Section
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.

     C. Insofar as indemnification for liabilities arising under the Securities
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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Scottish
Annuity & Life Holdings, Ltd. 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 Hamilton, Bermuda, on the 8th day of
April, 2003.

                                       SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.

                                       By:   /s/ Scott E. Willkomm
                                             --------------------------------
                                             Scott E. Willkomm
                                             President

                                POWER OF ATTORNEY

     The undersigned do hereby constitute and appoint Scott E. Willkomm and
Michael C. French, or either of them, our true and lawful attorneys and agents,
to sign for us or any of us in our names and in the capacities indicated below,
any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto and other
documents required in connection therewith, and to do any and all acts and
things in our names and in the capacities indicated below, which said attorneys
and agents, or either of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement; and we do hereby ratify and
confirm all that the said attorneys and agents, or either of them, shall do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 8th day of April, 2003.

SIGNATURE                                  TITLE
---------                                  -----

/s/ Michael C. French                      Chief Executive Officer and
-------------------------------------      Chairman of the Board of Directors
     MICHAEL C. FRENCH                     (Principal Executive Officer)

/s/ Scott E. Willkomm                      President and Director
-------------------------------------      (Authorized Representative in the
     SCOTT E. WILLKOMM                     United States)

/s/ Elizabeth A. Murphy                    Chief Financial Officer (Principal
-------------------------------------      Financial and Accounting Officer)
     ELIZABETH A. MURPHY

/s/ Michael Austin
-------------------------------------      Director
     MICHAEL AUSTIN

/s/ G. William Caulfield-Browne
-------------------------------------      Director
     G. WILLIAM CAULFEILD-BROWNE

/s/ Robert M. Chmely
-------------------------------------      Director
     ROBERT M. CHMELY

/s/ Lord Norman Lamont
-------------------------------------
     LORD NORMAN LAMONT                    Director

/s/ Hazel R. O'Leary
-------------------------------------
     HAZEL R. O'LEARY                      Director

/s/ Glenn S. Schafer
-------------------------------------
     GLENN S. SCHAFER                      Director

/s/ Khanh T. Tran
-------------------------------------
     KHANH T. TRAN                         Director
INDEX TO EXHIBITS

Exhibit
Number       Description of Exhibit
-------      -------------------------------------------------------------------
  4.1        Memorandum of Association of Scottish Annuity & Life. (1)
  4.2        Articles of Association of Scottish Annuity & Life. (1)
  4.3        Specimen Ordinary Share Certificate. (2)
  5.1        Opinion of Maples and Calder.
 23.1        Consent of Ernst & Young LLP.
 23.2        Consent of Maples and Calder (Included in Exhibit 5.1).
 24.1        Power of attorney (included on signature page).
 99.1        Scottish Annuity & Life's 2001 Stock Option Plan. (3)

(1)  Previously filed as an Exhibit to Scottish Annuity & Life's Form 8-K/A
     filed with the Commission on January 11, 2002.

(2)  Previously filed as an Exhibit to Scottish Annuity & Life's Registration
     Statement on Form S-1 (No. 333-57227) filed with the Commission on June 19,
     1998, as amended.

(3)  Previously filed as an Exhibit to Scottish Annuity & Life's Annual Report
     on Form 10-K filed with the Commission on March 5, 2002.