SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BACON LOUIS M

(Last)

(First)

(Middle)

C/O MOORE CAPITAL MANAGEMENT LLC

1251 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10020

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2003

3. Issuer Name and Ticker or Trading Symbol
MAX RE CAPITAL LTD [ MXRE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,000,001⁽¹⁾⁽²⁾	I	See Footnotes⁽³⁾⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Warrants (right to buy)	⁽⁴⁾	12/22/2009	Common Shares	1,986,134⁽²⁾	$15	I	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock Warrants (right to buy)	⁽⁴⁾	03/31/2010	Common Shares	1,140,543⁽²⁾	$15	I	See Footnotes⁽⁵⁾⁽⁶⁾
Common Share Warrants (right to buy)	⁽⁴⁾	06/29/2010	Common Shares	4,320⁽²⁾	$15	I	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock Warrants (right to buy)	⁽⁴⁾	01/01/2011	Common Shares	40,404⁽²⁾	$16	I	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock Warrants (right to buy)	⁽⁴⁾	05/22/2011	Common Shares	75,000⁽²⁾	$18	I	See Footnotes⁽⁵⁾⁽⁶⁾
Common Stock Warrants (right to buy)	⁽⁴⁾	08/17/2011	Common Shares	1,165,051⁽²⁾	$16	I	See Footnotes⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. The 9,000,001 common shares of the Issuer (the "Common Shares") reported herein are held of record by the following entities: (i) 1,666,667 Common Shares for a company organized under the laws of the Bahamas (the "Bahamian Company"), (ii) 666,667 Common Shares for a Delaware limited partnership (the "U.S. Partnership"), and (iii) 6,666,667 Common Shares for Moore Holdings, LLC, a Delaware limited liability company ("Moore Holdings").

2. Pursuant to an exchange agreement ("Exchange Agreement") between Moore Holdings and the Issuer, on July 30, 2003, Moore Holdings was granted Common Shares in exchange for the shares of non-voting common shares, on a one-for-one basis, of Max Re Ltd., a subsidiary of the Issuer ("Max Re Sub"), previously held for the account of Moore Holdings. In addition, pursuant to the Exchange Agreement, Moore Holdings received warrants to purchase Common Shares in exchange for warrants to purchase shares of non-voting common shares, on a one-for-one basis, of Max Re Sub previously held for the account of Moore Holdings.

3. The Reporting Person serves as chief executive officer, director and controlling shareholder of a corporation which serves as discretionary investment manager to the Bahamian Company. The Reporting Person is also the majority equity holder of a limited liability company that serves as general partner of the U.S. Partnership. The Reporting Person is also the sole member of a Delaware limited liability company that is the managing member of Moore Holdings.

4. These warrants are exercisable immediately into Common Shares at the option of the holder.

5. The securities reported herein are held for the account of Moore Holdings. The Reporting Person is the sole member of a Delaware limited liability company which is the managing member of Moore Holdings.

6. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities not held directly for his account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

Remarks:

	Stephen R. Nelson as Attorney-in-Fact for Louis M. Bacon	08/19/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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