8-K

                       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): July 25, 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








ITEM 5.  Other Events.

     Attached hereto as Exhibit 99 is a press release issued by XL Capital Ltd
(the "Company") on July 25, 2001 announcing the completion of the acquisition of
Winterthur International from Winterthur Swiss Insurance Company.

                                   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:  July 25, 2001              XL CAPITAL LTD


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







                                  EXHIBIT INDEX


Exhibit                             Description

   99                Press Release dated July 25, 2001

EX-99

July 25, 2001

XL Capital Ltd completes purchase of Winterthur
International

Contact:
Gavin R. Arton
Investor Relations
441-294-7104

Roger R. Scotton
Media Relations
441-294-7165

HAMILTON, BERMUDA (July 25, 2001) XL Capital Ltd (NYSE: XL) ("XL" or "the
Company") announced today that it has completed the purchase of Winterthur
International ("WI") from Winterthur Swiss Insurance Company, a business unit of
Credit Suisse Group.

The all-cash transaction, announced by the Company on February 16, 2001, is
valued at approximately $405 million. This value is based on financial
statements for the business being acquired as at December 31, 2000, and is
subject to adjustment based on the completion of audited financial statements
for WI as at and for the period ending June 30, 2001. The final purchase price
will reflect, among other things, capital contributions by Winterthur Insurance
of approximately $45 million to the acquired business made since December 31,
2000. The value of the transaction is less than previously announced due to,
among other things, the exclusion of certain parts of the business agreed by the
parties.

XL President and Chief Executive Officer Brian M. O'Hara said: "The completion
of this acquisition is a transforming and exciting achievement for XL and an
important milestone in the Company's history. Winterthur International has a
quality brand and transacts large-account commercial property and casualty
business in 27 countries. This purchase immediately provides us in particular
with a strong European franchise and with market conditions continuing to
improve, we believe that the timing could not be better for XL's expansion into
a truly global provider of insurance, reinsurance and financial products and
services. This is a significant strategic expansion for XL that will increase
the gross written premiums of the Company's insurance operations to
approximately $3 billion, about 40 percent of which will come from large-account
risk management business."

The transaction includes Winterthur International Insurance Company based in the
United Kingdom, Winterthur International Insurance Switzerland and Winterthur
International America Insurance in the United States, and selected Winterthur
International insurance portfolios.

As previously announced, XL will integrate its risk management business into WI
and intends to change the name of WI to XL Winterthur International ("XLWI").

The financial impact of the acquisition will be discussed in a conference call
on August 7, 2001, in conjunction with the release of the Company's



                                                                     Page 2 of 2


second quarter results. A live on-line web cast of this call will be available
at www.xlcapital.com.

XL Capital Ltd, through its operating subsidiaries, is a leading provider of
insurance and reinsurance coverages and financial products to industrial,
commercial and professional service firms, insurance companies, and other
enterprises on a worldwide basis. As at March 31, 2001, XL Capital Ltd had
consolidated assets of approximately $17.6 billion and consolidated
shareholders' equity of approximately $5.7 billion. More information about XL is
available on www.xlcapital.com.

This press release may contain forward-looking statements. Such statements are
based on current plans, estimates and expectations and, accordingly, involve
inherent risks and uncertainties including, but not limited to, business,
financial and integration risks associated with the acquisition. Additional risk
factors, which could cause actual results to differ materially from those
contained in forward-looking statements, are identified in XL's most recent
annual report on Form 10-K and other documents on file with the Securities and
Exchange Commission. XL Capital does not undertake any duty to update publicly
any forward-looking statements contained herein in light of new information or
future developments.

updated: 10:23 hours ADT Wed, 25 Jul, 2001