As filed with the Securities and Exchange Commission on November 15, 2005

                                                     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 RE GROUP LIMITED
             (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                  CT CORPORATION SYSTEM
         4 PAR-LA-VILLE ROAD                      111 EIGHTH AVENUE
         HAMILTON HM12 BERMUDA                     NEW YORK, NY 10011
(Address, including zip code,                      (212) 590-9200
and telephone number, including area      (Name, address, including zip code,
code, of Registrant's principal           and telephone number, including area
        executive offices)                      code, of agent for service)

                     2004 EQUITY INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)
                                   -----------

                                 With Copies to:

          PAUL GOLDEAN, ESQ.                      STEPHEN G. ROONEY, ESQ.
       SCOTTISH RE GROUP LIMITED             LeBOEUF, LAMB, GREENE & MacRAE LLP
       CROWN HOUSE, THIRD FLOOR                     125 WEST 55TH STREET
          4 PAR-LA-VILLE ROAD                        NEW YORK, NY 10019
        HAMILTON HM 08 BERMUDA                         (212) 424-8000
            (441) 295-4451

                                   -----------



<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              1,750,000      $         24.32  $ 42,560,000      $    5,009.31
---------------------------------------------------- ----------------- ---------------- ----------------- ----------------
</TABLE>

1. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers any additional securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.

2. Determined on the basis of the average of the high and low sale price of the
common stock as reported in the consolidated reporting system on November 10,
2005, solely for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933.


<PAGE>


                                     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 "SEC") by Scottish Re Group Limited ("Scottish Re") are
incorporated by reference in this Registration Statement:

          (a) Scottish Re's Annual Report on Form 10-K for the year ended
December 31, 2004, filed March 18, 2005 (SEC File No. 1-16855);

          (b) Scottish Re's Amendment No. 1 to Annual Report on Form 10-K/A for
the year ended December 31, 2004, filed April 12, 2005 (SEC File No. 1-16855);

          (c) Scottish Re's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005, filed May 10, 2005 (SEC File No. 1-16855);

          (d) Scottish Re's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2005, filed August 9, 2005 (SEC File No. 1-16855);

          (e) Scottish Re's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005, filed November 8, 2005 (SEC File No. 1-16855);

          (f) Scottish Re's Current Report on Form 8-K, filed January 6, 2005
(SEC File No. 1-16855);

          (g) Scottish Re's Current Report on Form 8-K, filed January 18, 2005
(SEC File No. 1-16855);

          (h) Scottish Re's Current Report on Form 8-K, filed February 11, 2005
(SEC File No. 1-16855);

          (i) Scottish Re's Current Report on Form 8-K, filed February 11, 2005
(SEC File No. 1-16855);

          (j) Scottish Re's Current Report on Form 8-K, filed February 24, 2005
(SEC File No. 1-16855);

          (k) Scottish Re's Current Report on Form 8-K, filed March 9, 2005 (SEC
File No. 1-16855);

          (l) Scottish Re's Current Report on Form 8-K/A, filed March 9, 2005
(SEC File No. 1-16855);

          (m) Scottish Re's Current Report on Form 8-K, filed June 2, 2005 (SEC
File No. 1-16855);


                                      II-1

<PAGE>


          (n) Scottish Re's Current Report on Form 8-K, filed July 1, 2005 (SEC
File No. 1-16855);

          (o) Scottish Re's Current Report on Form 8-K, filed July 18, 2005 (SEC
File No. 1-16855);

          (p) Scottish Re's Current Report on Form 8-K, filed July 21, 2005 (SEC
File No. 1-16855);

          (q) Scottish Re's Current Report on Form 8-K, filed August 4, 2005
(SEC File No. 1-16855);

          (r) Scottish Re's Current Report on Form 8-K, filed August 8, 2005
(SEC File No. 1-16855);

          (s) Scottish Re's Current Report on Form 8-K, filed August 10, 2005
(SEC File No. 1-16855);

          (t) Scottish Re's Current Report on Form 8-K, filed August 23, 2005
(SEC File No. 1-16855);

          (u) Scottish Re's Current Report on Form 8-K, filed August 23, 2005
(SEC File No. 1-16855); and

          (v) Scottish Re's Registration Statement on Form 8-A/A, filed June 2,
2005 (SEC File No. 1-16855).

     All documents that we subsequently file pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, other than any
information we furnish, rather than file, with the SEC pursuant to certain items
of Form 8-K, prior to the filing of a post-effective amendment which indicates
that all securities offered 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 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 the purposes of this registration statement to the extent that a statement
contained herein or in any other 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 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
Re of an officer, director or employee of Scottish Re 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


                                      II-2

<PAGE>


Scottish Re. In addition, the Board of Directors may authorize Scottish Re 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 Re would have the power to indemnify him
against such liability under the provisions of the Articles of Association.
Scottish Re maintains directors and officers liability insurance. Scottish Re
has also entered into indemnity agreements with each of its executive officers
and directors. The Articles of Association provide that directors of Scottish Re
shall have no personal liability to Scottish Re 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 Re 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
Re or a purchase or redemption of shares of Scottish Re in violation of law; or
(4) any transaction from which a director derived an improper personal benefit.

     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 Re. (1)
      4.2        Articles of Association of Scottish Re. (1)
      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).

(1)  Previously filed as an Exhibit to Scottish Re's Form 8-K filed with the SEC
     on June 2, 2005.

     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 of 1933;

               (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


                                      II-3

<PAGE>


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 percent 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 (1)(i) and (1)(ii) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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.

Provided further, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is for an offering of asset-backed securities on Form
S-1 or Form S-3, and the information required to be included in a post-effective
amendment is provided pursuant to Item 1100(c) of Regulation AB.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the undersigned registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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 of 1933 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 Securities and Exchange
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


                                      II-4

<PAGE>


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.


                                      II-5

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Scottish Re
Group Limited 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 15th day of November, 2005.

                            SCOTTISH RE GROUP LIMITED

                            By:   /s/ Paul Goldean
                                  ---------------------------------------
                                  Paul Goldean
                                  Executive Vice President and General Counsel

                                POWER OF ATTORNEY

     The undersigned do hereby constitute and appoint Scott E. Willkomm and Paul
Goldean, 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 15th day of November, 2005.

                Signature                                      Title

          /s/ Scott E. Willkomm
-------------------------------------------------
            Scott E. Willkomm                          CEO, President and
                                                       Director (Principal
                                                       Executive Officer and
                                                       Authorized Representative
                                                       in the United States)

             /s/ Dean Miller
-------------------------------------------------
               Dean Miller                             Chief Financial Officer
                                                       (Principal Financial
                                                       and Accounting Officer)

          /s/ Michael C. French
-------------------------------------------------
            Michael C. French                          Chairman and Director

           /s/ Michael Austin
-------------------------------------------------
             Michael Austin                            Director

     /s/ G. William Caulfeild-Browne
-------------------------------------------------
       G. William Caulfeild-Browne                     Director

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

        /s/ Jean Claude Damerval
-------------------------------------------------
          Jean Claude Damerval                         Director

         /s/ Lord Norman Lamont
-------------------------------------------------
           Lord Norman Lamont                          Director

            /s/ Hazel O'Leary
-------------------------------------------------
              Hazel O'Leary                            Director

           /s/ William Spiegel
-------------------------------------------------
             William Spiegel                           Director


                                      II-6

<PAGE>


                                INDEX TO EXHIBITS

    Exhibit
    Number       Description of Exhibit
------------  ------------------------------------------------------------------
      4.1        Memorandum of Association of Scottish Re. (1)
      4.2        Articles of Association of Scottish Re. (1)
      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).

(1)  Previously filed as an Exhibit to Scottish Re's Form 8-K filed with the SEC
     on June 2, 2005.
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20151}]
{"company-data": {"conformed-name": "SCOTTISH RE GROUP 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": "333-129714", "film-number": "051207017"}, "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": "P O BOX HM 2939", "city": "HAMILTON", "state": "D0", "zip": "HM MX"}, "former-company": {"former-conformed-name": "SCOTTISH LIFE HOLDINGS LTD", "date-changed": "19980615"}}
As filed with the Securities and Exchange Commission on November 15, 2005

                                                     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 RE GROUP LIMITED
             (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                  CT CORPORATION SYSTEM
         4 PAR-LA-VILLE ROAD                      111 EIGHTH AVENUE
         HAMILTON HM12 BERMUDA                     NEW YORK, NY 10011
(Address, including zip code,                      (212) 590-9200
and telephone number, including area      (Name, address, including zip code,
code, of Registrant's principal           and telephone number, including area
        executive offices)                      code, of agent for service)

                     2004 EQUITY INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)
                                   -----------

                                 With Copies to:

          PAUL GOLDEAN, ESQ.                      STEPHEN G. ROONEY, ESQ.
       SCOTTISH RE GROUP LIMITED             LeBOEUF, LAMB, GREENE & MacRAE LLP
       CROWN HOUSE, THIRD FLOOR                     125 WEST 55TH STREET
          4 PAR-LA-VILLE ROAD                        NEW YORK, NY 10019
        HAMILTON HM 08 BERMUDA                         (212) 424-8000
            (441) 295-4451

                                   -----------
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              1,750,000      $         24.32  $ 42,560,000      $    5,009.31
---------------------------------------------------- ----------------- ---------------- ----------------- ----------------
1. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers any additional securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.

2. Determined on the basis of the average of the high and low sale price of the
common stock as reported in the consolidated reporting system on November 10,
2005, solely for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933.
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 "SEC") by Scottish Re Group Limited ("Scottish Re") are
incorporated by reference in this Registration Statement:

          (a) Scottish Re's Annual Report on Form 10-K for the year ended
December 31, 2004, filed March 18, 2005 (SEC File No. 1-16855);

          (b) Scottish Re's Amendment No. 1 to Annual Report on Form 10-K/A for
the year ended December 31, 2004, filed April 12, 2005 (SEC File No. 1-16855);

          (c) Scottish Re's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005, filed May 10, 2005 (SEC File No. 1-16855);

          (d) Scottish Re's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2005, filed August 9, 2005 (SEC File No. 1-16855);

          (e) Scottish Re's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005, filed November 8, 2005 (SEC File No. 1-16855);

          (f) Scottish Re's Current Report on Form 8-K, filed January 6, 2005
(SEC File No. 1-16855);

          (g) Scottish Re's Current Report on Form 8-K, filed January 18, 2005
(SEC File No. 1-16855);

          (h) Scottish Re's Current Report on Form 8-K, filed February 11, 2005
(SEC File No. 1-16855);

          (i) Scottish Re's Current Report on Form 8-K, filed February 11, 2005
(SEC File No. 1-16855);

          (j) Scottish Re's Current Report on Form 8-K, filed February 24, 2005
(SEC File No. 1-16855);

          (k) Scottish Re's Current Report on Form 8-K, filed March 9, 2005 (SEC
File No. 1-16855);

          (l) Scottish Re's Current Report on Form 8-K/A, filed March 9, 2005
(SEC File No. 1-16855);

          (m) Scottish Re's Current Report on Form 8-K, filed June 2, 2005 (SEC
File No. 1-16855);

                                      II-1
(n) Scottish Re's Current Report on Form 8-K, filed July 1, 2005 (SEC
File No. 1-16855);

          (o) Scottish Re's Current Report on Form 8-K, filed July 18, 2005 (SEC
File No. 1-16855);

          (p) Scottish Re's Current Report on Form 8-K, filed July 21, 2005 (SEC
File No. 1-16855);

          (q) Scottish Re's Current Report on Form 8-K, filed August 4, 2005
(SEC File No. 1-16855);

          (r) Scottish Re's Current Report on Form 8-K, filed August 8, 2005
(SEC File No. 1-16855);

          (s) Scottish Re's Current Report on Form 8-K, filed August 10, 2005
(SEC File No. 1-16855);

          (t) Scottish Re's Current Report on Form 8-K, filed August 23, 2005
(SEC File No. 1-16855);

          (u) Scottish Re's Current Report on Form 8-K, filed August 23, 2005
(SEC File No. 1-16855); and

          (v) Scottish Re's Registration Statement on Form 8-A/A, filed June 2,
2005 (SEC File No. 1-16855).

     All documents that we subsequently file pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, other than any
information we furnish, rather than file, with the SEC pursuant to certain items
of Form 8-K, prior to the filing of a post-effective amendment which indicates
that all securities offered 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 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 the purposes of this registration statement to the extent that a statement
contained herein or in any other 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 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
Re of an officer, director or employee of Scottish Re 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

                                      II-2
Scottish Re. In addition, the Board of Directors may authorize Scottish Re 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 Re would have the power to indemnify him
against such liability under the provisions of the Articles of Association.
Scottish Re maintains directors and officers liability insurance. Scottish Re
has also entered into indemnity agreements with each of its executive officers
and directors. The Articles of Association provide that directors of Scottish Re
shall have no personal liability to Scottish Re 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 Re 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
Re or a purchase or redemption of shares of Scottish Re in violation of law; or
(4) any transaction from which a director derived an improper personal benefit.

     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 Re. (1)
      4.2        Articles of Association of Scottish Re. (1)
      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).

(1)  Previously filed as an Exhibit to Scottish Re's Form 8-K filed with the SEC
     on June 2, 2005.

     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 of 1933;

               (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

                                      II-3
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 percent 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 (1)(i) and (1)(ii) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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.

Provided further, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is for an offering of asset-backed securities on Form
S-1 or Form S-3, and the information required to be included in a post-effective
amendment is provided pursuant to Item 1100(c) of Regulation AB.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the undersigned registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the 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 of 1933 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 Securities and Exchange
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

                                      II-4
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.

                                      II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Scottish Re
Group Limited 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 15th day of November, 2005.

                            SCOTTISH RE GROUP LIMITED

                            By:   /s/ Paul Goldean
                                  ---------------------------------------
                                  Paul Goldean
                                  Executive Vice President and General Counsel

                                POWER OF ATTORNEY

     The undersigned do hereby constitute and appoint Scott E. Willkomm and Paul
Goldean, 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 15th day of November, 2005.

                Signature                                      Title

          /s/ Scott E. Willkomm
-------------------------------------------------
            Scott E. Willkomm                          CEO, President and
                                                       Director (Principal
                                                       Executive Officer and
                                                       Authorized Representative
                                                       in the United States)

             /s/ Dean Miller
-------------------------------------------------
               Dean Miller                             Chief Financial Officer
                                                       (Principal Financial
                                                       and Accounting Officer)

          /s/ Michael C. French
-------------------------------------------------
            Michael C. French                          Chairman and Director

           /s/ Michael Austin
-------------------------------------------------
             Michael Austin                            Director

     /s/ G. William Caulfeild-Browne
-------------------------------------------------
       G. William Caulfeild-Browne                     Director

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

        /s/ Jean Claude Damerval
-------------------------------------------------
          Jean Claude Damerval                         Director

         /s/ Lord Norman Lamont
-------------------------------------------------
           Lord Norman Lamont                          Director

            /s/ Hazel O'Leary
-------------------------------------------------
              Hazel O'Leary                            Director

           /s/ William Spiegel
-------------------------------------------------
             William Spiegel                           Director

                                      II-6
INDEX TO EXHIBITS

    Exhibit
    Number       Description of Exhibit
------------  ------------------------------------------------------------------
      4.1        Memorandum of Association of Scottish Re. (1)
      4.2        Articles of Association of Scottish Re. (1)
      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).

(1)  Previously filed as an Exhibit to Scottish Re's Form 8-K filed with the SEC
     on June 2, 2005.