SEC FORM 3/A

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^*

Doucette John P

(Last)

(First)

(Middle)

C/O MAX RE LTD.

MAX RE HOUSE, 2 FRONT STREET

(Street)

HAMILTON

HM 11

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2005

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	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/06/2005

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 Shares	126,469	D
Common Shares	1,000	I	By Son, Christian Doucette⁽¹⁾
Common Shares	2,325	I	By Son, James Doucette⁽¹⁾

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 Share Warrants	⁽²⁾	03/31/2010	Common Shares	60,000	$15	D
Common Share Warrants	⁽³⁾	08/17/2011	Common Shares	15,000	$16	D
Employee Stock Option (right to buy)⁽⁴⁾	⁽⁵⁾	01/01/2011	Common Shares	25,000	$16	D
Employee Stock Option (right to buy)⁽⁶⁾	⁽⁷⁾	08/13/2011	Common Shares	10,000	$16	D
Employee Stock Option (right to buy)⁽⁶⁾	⁽⁸⁾	01/01/2012	Common Shares	25,000	$15.66	D

Explanation of Responses:

1. The Reporting Person acts as Custodian of the securities held by his son, a minor.

2. The Warrant vested 20% on date of grant, March 31, 2000, and 20% vests annually thereafter.

3. The Warrant vested 20% on date of grant, August 17, 2001, and 20% vests annually thereafter.

4. Incentive Stock Option.

5. The Option vested 20% on date of grant, January 1, 2001 and 20% vests annually thereafter.

6. Non-Qualified Stock Option.

7. The Option vested 20% on date of grant, on August 13, 2001 and 20% vests annually thereafter.

8. The Option vested 20% on date of grant, on January 1, 2002 and 20% vests annually thereafter.

Remarks:

	Sheila A. Gringley, Attorney-in-Fact	05/09/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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