<PAGE>

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               __________________

                                  FORM 10-K/A
                   For Annual and Transition Reports Pursuant
        to Sections 13 or 15(d) of the Securities Exchange Act of 1934

[X]    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                                  Act of 1934

                  For the fiscal year ended December 31, 1998

[_]    Transition Report Pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934

                 For the Transition period from ____ to ______

                         Commission File Number 0-29788

                     SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
             (Exact Name of Registrant as Specified in Its Charter)

        Cayman Islands                             Not Applicable
(State or Other Jurisdiction           (I.R.S. Employer Identification No.)
of Incorporation or Organization)

    Grand Pavilion Commercial Centre
            802 West Bay Road
        George Town, Grand Cayman
   Cayman Islands, British West Indies            Not Applicable
(Address of Principal Executive Offices)            (Zip Code)

       Registrant's telephone number, including area code: (345) 949-2800

          Securities Registered Pursuant to Section 12(b) of the Act:

                                              Name of Each Exchange
      Title of Each Class                     on Which Registered
      -------------------                     -------------------
            None

          Securities Registered Pursuant to Section 12(g) of the Act:

                   Ordinary Shares, par value $.01 per share

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes [X]  No  [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [_]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 26, 1999 was $173,213,904.30

As of March 26, 1999, Registrant had 18,568,440 Ordinary Shares outstanding.

--------------------------------------------------------------------------------
<PAGE>

     Scottish Annuity & Life Holdings, Ltd. hereby amends and restates in its
entirety Item 14 of the Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 as set forth below.

Item 14:    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)    Documents filed as part of this report:

            (1)  Audited Consolidated Financial Statements of Scottish Annuity &
                 Life Holdings, Ltd. and its subsidiary:

                 Report of Independent Auditors
                 Consolidated Balance Sheet
                 Consolidated Statement of Income
                 Consolidated Statement of Comprehensive Loss
                 Consolidated Statement of Shareholders' Equity
                 Consolidated Statement of Cash Flows
                 Notes to Consolidated Financial Statements

            (2)  Consolidated Financial Statement Schedules

                 All financial statement schedules are omitted because they are
                 either not applicable or the required information is included
                 in the balance sheet or notes thereto appearing elsewhere in
                 this Registration Statement.

            (3)  Exhibits

     Except as otherwise indicated, the following Exhibits are filed herewith
and made a part hereof:

Exhibit
Number                     Description of Document
------                     -----------------------

  1.1     Form of Underwriting Agreement between the Company and the
          Underwriters (incorporated herein by reference to Exhibit 1.1 to the
          Company's Registration Statement on Form S-1 filed with the Securities
          Exchange Commission on June 19, 1998, as amended).
  3.1     Memorandum of Association of the Company (incorporated herein by
          reference to Exhibit 3.1 to the Company's Registration Statement on
          Form S-1 filed with the Securities Exchange Commission on June 19,
          1998, as amended).
  3.2     Articles of Association of the Company (incorporated herein by
          reference to Exhibit 3.2 to the Company's Registration Statement on
          Form S-1 filed with the Securities Exchange Commission on June 19,
          1998, as amended).
  4.1     Specimen Ordinary Share Certificate (incorporated herein by reference
          to Exhibit 4.1 to the Company's Registration Statement on Form S-1
          filed with the Securities Exchange Commission on June 19, 1998, as
          amended).
  4.2     Form of Amended and Restated Class A Warrant (incorporated herein by
          reference to Exhibit 4.2 to the Company's Registration Statement on
          Form S-1 filed with the Securities Exchange Commission on June 19,
          1998, as amended).
  4.3     Form of Amended and Restated Class B Warrant (incorporated herein by
          reference to Exhibit 4.3 to the Company's Registration Statement on
          Form S-1 filed with the Securities Exchange Commission on June 19,
          1998, as amended).
  4.4     Form of Securities Purchase Agreement for the Class A Warrants
          (incorporated herein by reference to Exhibit 4.4 to the Company's
          Registration Statement on Form S-1 filed with the Securities Exchange
          Commission on June 19, 1998, as amended).
  4.5     Form of Warrant Purchase Agreement for the Class B Warrants
          (incorporated herein by reference to Exhibit 4.5 to the Company's
          Registration Statement on Form S-1 filed with the Securities Exchange
          Commission on June 19, 1998, as amended).
<PAGE>

  4.6     Form of Registration Rights Agreement for the Class A Warrants
          (incorporated herein by reference to Exhibit 4.6 to the Company's
          Registration Statement on Form S-1 filed with the Securities Exchange
          Commission on June 19, 1998, as amended).
  4.7     Form of Registration Rights Agreement for the Class B Warrants
          (incorporated herein by reference to Exhibit 4.7 to the Company's
          Registration Statement on Form S-1 filed with the Securities Exchange
          Commission on June 19, 1998, as amended).
  4.8     Form of Securities Purchase Agreement between the Company and the
          Shareholder Investors (incorporated herein by reference to Exhibit
          4.10 to the Company's Registration Statement on Form S-1 filed with
          the Securities Exchange Commission on June 19, 1998, as amended).
  4.9     Form of Registration Rights Agreement between the Company and the
          Shareholder Investors (incorporated herein by reference to Exhibit
          4.11 to the Company's Registration Statement on Form S-1 filed with
          the Securities Exchange Commission on June 19, 1998, as amended).
  4.10    Form of Securities Purchase Agreement between the Company and the Non-
          Shareholder Investors (incorporated herein by reference to Exhibit
          4.12 to the Company's Registration Statement on Form S-1 filed with
          the Securities Exchange Commission on June 19, 1998, as amended).
  4.11    Form of Registration Rights Agreement between the Company and the Non-
          Shareholder Investors (incorporated herein by reference to Exhibit
          4.13 to the Company's Registration Statement on Form S-1 filed with
          the Securities Exchange Commission on June 19, 1998, as amended).
  10.1    Employment Agreement dated June 18, 1998 between the Company and
          Michael C. French (incorporated herein by reference to Exhibit 10.1 to
          the Company's Registration Statement on Form S-1 filed with the
          Securities Exchange Commission on June 19, 1998, as amended).
  10.2    Second Amended and Restated 1998 Stock Option Plan effective October
          22, 1998 (incorporated herein by reference to Exhibit 10.3 to the
          Company's Registration Statement on Form S-1 filed with the Securities
          Exchange Commission on June 19, 1998, as amended).
  10.3    Form of Stock Option Agreement in connection with 1998 Stock Option
          Plan (incorporated herein by reference to Exhibit 10.4 to the
          Company's Registration Statement on Form S-1 filed with the Securities
          Exchange Commission on June 19, 1998, as amended).
  10.4    Agreement dated June 30, 1998 between the Company and International
          Risk Management (Cayman) Ltd. (incorporated herein by reference to
          Exhibit 10.8 to the Company's Registration Statement on Form S-1 filed
          with the Securities Exchange Commission on June 19, 1998, as amended).
  10.5    Amended and Restated Insurance Administration, Services and Referral
          Agreement dated as of October 1, 1998 between the Company and The
          Scottish Annuity Company (Cayman) Ltd. (incorporated herein by
          reference to Exhibit 10.9 to the Company's Registration Statement on
          Form S-1 filed with the Securities Exchange Commission on June 19,
          1998, as amended).
  10.6    Employment Agreement dated July 20, 1998 between the Company and
          Henryk Sulikowski (incorporated herein by reference to Exhibit 10.10
          to the Company's Registration Statement on Form S-1 filed with the
          Securities Exchange Commission on June 19, 1998, as amended).
  10.7    Form of Indemnification Agreement between the Company and each of its
          directors and officers (incorporated herein by reference to Exhibit
          10.12 to the Company's Registration Statement on Form S-1 filed with
          the Securities Exchange Commission on June 19, 1998, as amended).
  10.8    Investment Management Agreement dated October 22, 1998 between the
          Company and Pacific Investment Management Company (incorporated herein
          by reference to Exhibit 10.13 to the Company's Registration Statement
          on Form S-1 filed with the Securities Exchange Commission on June 19,
          1998, as amended).
  10.9    Investment Management Agreement dated October 22, 1998 between the
          Company and General Re--New England Asset Management, Inc.
          (incorporated herein by reference to Exhibit 10.14 to the Company's
          Registration Statement on Form S-1 filed with the Securities Exchange
          Commission on June 19, 1998, as amended).
  10.10   Agreement dated October 23, 1998 between the Company and Westport
          Partners (Bermuda), Ltd. (incorporated herein by reference to Exhibit
          10.15 to the Company's Registration Statement on Form S-1 filed with
          the Securities Exchange Commission on June 19, 1998, as amended).

                                       2
<PAGE>

  10.11   Investment Management Agreement dated October 22, 1998 between the
          Company and The Prudential Investment Corporation (incorporated herein
          by reference to Exhibit 10.16 to the Company's Registration Statement
          on Form S-1 filed with the Securities Exchange Commission on June 19,
          1998, as amended).
  10.12   Form of Omnibus Registration Rights Agreement (incorporated herein by
          reference to Exhibit 10.17 to the Company's Registration Statement on
          Form S-1 filed with the Securities Exchange Commission on June 19,
          1998, as amended).
  10.13   Employment Agreement, dated February 2, 1999 between the Company and
          Peter W. Presperin.
  10.14   Consulting Agreement dated February 1, 1999 between the Company and
          Michelle L. Boucher.
  10.15   Investment Advisory Service Agreement between the Company and
          Prudential Securities Corporation.
  21.1    Subsidiaries of Registrant.
  23.1    Consent of Ernst & Young.
  24.1    Powers of Attorney.
  27.1    Financial Data Schedule.

  (b)     Reports on Form 8-K

  None.

                                       3
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to its
Annual Report on Form 10-K for the fiscal year ended December 31, 1998 to be
signed on its behalf by the undersigned, thereunto duly authorized.

                              SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.


June 17, 1999                 By: /S/ MICHAEL C. FRENCH
                                 ---------------------------------------
                                  Michael C. French
                                  Chief Executive Officer and President

                                       4
<PAGE>

                                 EXHIBIT INDEX

 Exhibit                           Description of Document
                                   -----------------------
Sequential
  Number
 Page No.
 -------

     27.1  Financial Data Schedule.

                                       5