Exhibit 24.1




                                POWER OF ATTORNEY

              KNOW ALL MEN BY THESE PRESENTS, that the undersigned, on behalf of
Scottish Annuity & Life Holdings, Ltd., a Cayman Islands company (the
"Company"), hereby constitutes and appoints Michael C. French, Peter W.
Presperin, Robert L. Estep and Christopher A. Butner, and each of them, the true
and lawful attorney or attorneys-in-fact, with full power of substitution and
resubstitution, for the Company, to sign on behalf of the Company and on behalf
of the undersigned in his or her capacity as an officer and/or a director of the
Company, the Company's Annual Report on Form 10-K for the year ended December
31, 1998, and to sign any or all amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, to or with
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended, and the regulations promulgated thereunder, granting unto
said attorney or attorneys-in-fact, and each of them with or without the others,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could in person, hereby ratifying and confirming all that said attorney
or attorneys-in-fact, or any of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

              IN WITNESS WHEREOF, I have executed this Power of Attorney as of
March 22, 1999.



   /s/ Sam Wyly              /s/ Michael Austin         /s/ R. Duke Buchan III
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      Sam Wyly                 Michael Austin             R. Duke Buchan III

/s/ Robert M. Chmely        /s/ Michael C. French        /s/ David S. Matthews
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  Robert M. Chmely            Michael C. French            David S. Matthews

  /s/ Howard Shapiro       /s/ Charles J. Wyly, Jr.      /s/ Peter W. Presperin
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   Howard Shapiro           Charles J. Wyly, Jr.          Peter W. Presperin