SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 16, 2001

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


        Cayman Islands                     1-10809             98-0191089
(State or other jurisdiction of     (Commission File No.)   (I.R.S. Employer
incorporation or organization)                             Identification No.)

Cumberland House, 1 Victoria Street, Hamilton, Bermuda            HM 11
       (Address of principal executive offices)                (Zip code)

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




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ITEM 5. Other Events.

     Attached hereto as Exhibit 99 is a press release issued by XL Capital Ltd
(the "Company") on February 16, 2001 announcing the execution of a Sale and
Purchase Agreement for the acquisition of Winterthur International.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  February 23, 2001              XL CAPITAL LTD


                                       By: /s/ Paul S. Giordano
                                           -------------------------------------
                                           Name: Paul S. Giordano
                                           Title:  Executive Vice President
                                                   General Counsel and Secretary




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                                  EXHIBIT INDEX


Exhibit                         Description

   99                Press Release dated February 16, 2001