<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                              __________________


                                   FORM 10-Q



[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                                  Act of 1934
                 For the quarterly period ended March 31, 2001

    [ ]  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 of                    (I.R.S. Employer
     Incorporation or Organization)                     Identification No.)
                              P.O. Box 10657 APO
                       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

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


As of May 1, 2001, Registrant had 15,615,240 Ordinary Shares outstanding.


<PAGE>



Table of Contents


PART I    FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

Consolidated Balance Sheets - March 31, 2001 (Unaudited) and
December 31, 2000                                                       1

Unaudited Consolidated Statements of Income - Three Months ended
March 31, 2001 and 2000                                                 2

Unaudited Consolidated Statements of Comprehensive Income -
Three Months ended March 31, 2001 and 2000                              3

Unaudited Consolidated Statements of Shareholders' Equity  -
Three Months ended March 31, 2001 and 2000                              4

Unaudited Consolidated Statements of Cash Flows -
Three Months ended March 31,  2001 and 2000                             5

Notes to Unaudited Consolidated Financial Statements at
March 31, 2001                                                          6

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                           9

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   16


PART II   OTHER INFORMATION

     ITEM 1 through ITEM 6                                             17

     SIGNATURES                                                        18




                                       i

<PAGE>

PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements

                    Scottish Annuity & Life Holdings, Ltd.
                          Consolidated Balance Sheets
                            (Dollars in thousands)

<TABLE>
                                                                 March 31, 2001        December 31,
                                                                  (unaudited)              2000
                                                             -----------------------------------------
<S>                                                             <C>                    <C>
ASSETS
Fixed maturity investments, available for sale, at fair                $  601,353           $  581,020
 value (Amortized cost $599,109; 2000 - $584,493)
Cash and cash equivalents                                                  21,740               47,763
Funds withheld at interest                                                 51,164               46,256
                                                             -----------------------------------------
    Total investments                                                     674,257              675,039
Receivables:
     Accrued interest                                                       6,065                6,710
     Risk fees                                                              1,039                  961
     Policy loans                                                             769                  441
     Reinsurance                                                           18,445               30,595
     Due from investment brokers                                            5,184                    -
Deferred acquisition costs                                                 36,620               30,922
Present value of inforce business                                          10,381               10,433
Other intangible assets                                                     7,793                7,888
Deferred tax benefit                                                        1,728                2,192
Fixed assets                                                                2,956                2,482
Due from related party                                                        218                  218
Other assets                                                                1,658                  868
Current income tax receivable                                                  35                   87
Segregated assets                                                         460,719              409,660
                                                             -----------------------------------------
     Total assets                                                      $1,227,867           $1,178,496
                                                             =========================================

LIABILITIES
Reserves for future policy benefits                                    $  180,882           $  182,391
Interest sensitive contract liabilities                                   332,080              320,732
Due to investment brokers                                                       -                4,462
Accounts payable and accrued expenses                                       3,671               18,867
Segregated liabilities                                                    460,719              409,660
                                                             -----------------------------------------
     Total liabilities                                                    977,352              936,112
                                                             -----------------------------------------
MINORITY INTEREST                                                           2,758                2,820
                                                             -----------------------------------------

SHAREHOLDERS' EQUITY
Share capital, par value $0.01 per share:
     Issued and fully paid: 15,615,240 ordinary shares
     (2000 - 15,614,240)
     (Excludes 2,962,200 held in Treasury; 2000 - 2,962,200)                  156                  156
Additional paid in capital                                                223,779              223,771
Accumulated other comprehensive income (loss) -
     Unrealized appreciation (depreciation) on investments,                 1,430               (3,822)
       net of tax
Retained earnings                                                          22,392               19,459
                                                             -----------------------------------------
     Total shareholders' equity                                           247,757              239,564
                                                             -----------------------------------------
     Total liabilities and shareholders' equity                        $1,227,867           $1,178,496
                                                             =========================================
</TABLE>

     See Accompanying Notes to Unaudited Consolidated Financial Statements
<PAGE>

                    Scottish Annuity & Life Holdings, Ltd.
                  Unaudited Consolidated Statements of Income
                 (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                       Three months ended  Three months ended
                                                         March 31, 2001      March 31, 2000
                                                     ----------------------------------------
REVENUES
<S>                                                    <C>                 <C>
Premiums earned                                                   $ 9,520             $    32
Fee income                                                            699                 450
Investment income, net                                             11,747               9,765
Realized gains (losses)                                                38                (128)
                                                     ----------------------------------------
     Total revenues                                                22,004              10,119
                                                     ----------------------------------------


BENEFITS & EXPENSES
Claims and other policy benefits                                    7,334               1,615
Interest credited to interest sensitive                             4,219               3,660
 contract liabilities
Acquisition costs and other insurance expenses                      4,116                 614
Operating expenses                                                  2,631               2,140
                                                     ----------------------------------------
     Total benefits & expenses                                     18,300               8,029
                                                     ----------------------------------------


     Net income before income taxes and minority                    3,704               2,090
      interest
Income taxes                                                           52                  59
                                                     ----------------------------------------

     Net income before minority interest                            3,652               2,031

Minority interest                                                      62                   -
                                                     ----------------------------------------

     Net income                                                   $ 3,714             $ 2,031
                                                     ========================================
 Earnings per share
  Basic                                                           $  0.24             $  0.13
                                                     ========================================
  Diluted                                                         $  0.23             $  0.13
                                                     ========================================

Dividends per share                                               $  0.05             $  0.05
                                                     ========================================

Weighted average number of shares outstanding:

   Basic                                                       15,614,418          16,046,740
                                                     ========================================

   Diluted                                                     16,136,716          16,047,729
                                                     ========================================
</TABLE>


     See Accompanying Notes to Unaudited Consolidated Financial Statements
<PAGE>

                    Scottish Annuity & Life Holdings, Ltd.
           Unaudited Consolidated Statements of Comprehensive Income
                            (Dollars in thousands)


<TABLE>
<CAPTION>
                                                       Three months ended    Three months ended
                                                         March 31, 2001        March 31, 2000
------------------------------------------------------------------------------------------------
<S>                                                    <C>                  <C>
Net income                                                          $3,714                $2,031
                                                     -------------------------------------------

Other comprehensive income (loss), net of tax
   Unrealized appreciation (depreciation) on
    investments:                                                     5,230                  (303)
   Add: reclassification adjustment for investment
   losses included in net income, net of tax                            22                   128
                                                     -------------------------------------------
Unrealized appreciation (depreciation) on investments                5,252                  (175)
                                                     -------------------------------------------

Comprehensive income                                                $8,966                $1,856
                                                     ===========================================
</TABLE>



     See Accompanying Notes to Unaudited Consolidated Financial Statements
<PAGE>

                     Scottish Annuity & Life Holdings, Ltd.
           Unaudited Consolidated Statements of Shareholders' Equity
                             (Dollars in thousands)




<TABLE>
<CAPTION>
                                                                      Three months ended       Three months ended
                                                                        March 31, 2001           March 31, 2000
-------------------------------------------------------------------------------------------------------------------
SHARE CAPITAL:
<S>                                                                 <C>                      <C>
     Beginning of period                                                          $    156                 $    160
     Shares issued                                                                       -                        -
                                                                  -------------------------------------------------
                                                                                       156                      160
                                                                  -------------------------------------------------
ADDITIONAL PAID IN CAPITAL:
     Beginning of period                                                           223,771                  227,535
     Issuance of equity on exercise of options                                           8                        -
     Issuance of equity options                                                          -                        9
                                                                  -------------------------------------------------
                                                                                   223,779                  227,544
                                                                  -------------------------------------------------

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
     Beginning of period                                                            (3,822)                 (15,685)
     Unrealized appreciation (depreciation) on investments                           5,252                     (175)
                                                                  -------------------------------------------------
                                                                                     1,430                  (15,860)
                                                                  -------------------------------------------------

RETAINED EARNINGS:
     Beginning of period                                                            19,459                    6,651
     Net income                                                                      3,714                    2,031
     Dividends paid                                                                   (781)                    (802)
                                                                  -------------------------------------------------
                                                                                    22,392                    7,880
                                                                  -------------------------------------------------

TOTAL SHAREHOLDERS' EQUITY                                                        $247,757                 $219,724
                                                                  =================================================
</TABLE>

     See Accompanying Notes to Unaudited Consolidated Financial Statements
<PAGE>

                         Scottish Annuity & Life Holdings, Ltd.
                Unaudited Consolidated Statements of Cash Flows
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                              Three months ended   Three months ended
                                                                                March 31, 2001       March 31, 2000
                                                                           ------------------------------------------
OPERATING ACTIVITIES
<S>                                                                          <C>                   <C>
Net income                                                                              $  3,714             $  2,031
Items not affecting cash:
     Net realized (gains) losses on securities                                               (38)                 128
     Amortization of investments                                                            (330)                 (43)
     Non cash salaries and professional fees                                                   -                    9
     Minority interest                                                                       (62)                   -
     Depreciation                                                                            151                   63
     Amortization of deferred acquisition costs                                            3,126                   71
     Amortization of present value of inforce business                                        52                    -
     Amortization of other intangible assets                                                  95                    -
     Interest credited to interest sensitive contract liabilities                          4,219                3,660
     Changes in assets and liabilities:
         Accrued interest                                                                    645                  805
         Risk fees                                                                           (78)                 266
         Reinsurance                                                                      12,150               (8,126)
         Deferred acquisition costs                                                       (8,824)              (1,060)
         Deferred tax benefit                                                                  -                   60
         Other assets                                                                       (790)                  79
         Current income tax receivable                                                        52                   96
         Reserve for future policy benefits                                               (1,509)              (3,169)
         Accounts payable and accrued expenses                                           (15,196)                (205)
                                                                           ------------------------------------------
Net cash used in operating activities                                                     (2,623)              (5,335)
                                                                           ------------------------------------------

INVESTING ACTIVITIES
Purchase of investments                                                                  (65,655)             (30,519)
Proceeds on sales of investments                                                          32,313               30,993
Proceeds on maturity of investments                                                       19,096               18,675
Due to / from investment broker                                                           (9,646)                  41
Funds withheld at interest                                                                (4,908)                   -
Purchase of present value of inforce business                                                  -                 (103)
Purchase of intangible assets                                                                  -                  (50)
Due to related party on purchase of subsidiary                                                 -              (11,562)
Proceeds from sale of fixed assets                                                             8                    -
Purchase of fixed assets                                                                    (635)                (599)
                                                                           ------------------------------------------
Net cash (used in) provided by investing activities                                      (29,427)               6,876
                                                                           ------------------------------------------

FINANCING ACTIVITIES
Deposits to interest sensitive contract liabilities                                       13,806                8,076
Withdrawals from interest sensitive contract liabilities                                  (6,678)              (6,373)
Policy loans                                                                                (328)                  34
Net proceeds from issue of company stock                                                       8                    -
Dividends paid                                                                              (781)                (802)
                                                                           ------------------------------------------
Net cash provided by financing activities                                                  6,027                  935
                                                                           ------------------------------------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                                  (26,023)               2,476
Cash and cash equivalents, beginning of period                                            47,763               29,000
                                                                           ------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                $ 21,740             $ 31,476
                                                                           ==========================================
</TABLE>

     See Accompanying Notes to Unaudited Consolidated Financial Statements
<PAGE>

                     Scottish Annuity & Life Holdings, Ltd.
              Notes to Unaudited Consolidated Financial Statements
                                 March 31, 2001


1.   Basis of presentation

     Accounting Principles - The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles in the United States of America ("GAAP") for and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they
do not include all of the information and footnotes required by GAAP for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.  The results for the period are not necessarily
indicative of the results to be expected for the entire year.

     For further information, refer to the consolidated financial statements and
footnotes included in our annual report on Form 10-K for the period ended
December 31, 2000.

     We have reclassified some figures from our 2000 financial statements to
conform to our 2001 presentation.  These reclassifications had no effect on net
income or shareholders' equity as previously reported.

     All amounts are reported in thousands of United States dollars (except per
share amounts).


2.   Deferred acquisition costs

     The change in deferred acquisition costs ("DAC") is as follows:

<TABLE>
<CAPTION>
                                                            Three months ended      Three months ended
                                                              March 31, 2001          March 31, 2000
                                                        ------------------------------------------------
<S>                                                       <C>                     <C>
Balance January 1                                                       $30,922                   $1,920
Expenses deferred                                                         8,824                    1,059
Amortization expense                                                     (3,126)                     (71)
                                                        ------------------------------------------------
Balance March 31                                                        $36,620                   $2,908
                                                        ================================================
</TABLE>
<PAGE>

                     Scottish Annuity & Life Holdings, Ltd.
              Notes to Unaudited Consolidated Financial Statements
                                 March 31, 2001


3.   Earnings per ordinary share

     Basic earnings per share ("EPS") exclude the dilutive effect of options and
warrants.  Diluted EPS includes the dilutive effect of these securities using
the treasury stock method.  The weighted average number of shares is calculated
by weighting how long the shares have been outstanding over the accounting
period.

<TABLE>
<CAPTION>
                                                         Three months       Three months
                                                             ended              ended
                                                        March 31, 2001     March 31, 2000
                                                     --------------------------------------
<S>                                                    <C>                <C>
Numerator:
   Net income                                                $     3,714        $     2,031
                                                     --------------------------------------

Denominator:
  Denominator for basic earnings per share -                  15,614,418         16,046,740
 Weighted average number of shares
  Effect of dilutive securities - Stock Options                  522,298                989
                                                     --------------------------------------
Denominator for dilutive earnings per share                   16,136,716         16,047,729
                                                     --------------------------------------

Basic earnings per share                                     $      0.24        $      0.13
                                                     ======================================

Diluted earnings per share                                   $      0.23        $      0.13
                                                     ======================================
</TABLE>


4.   Comprehensive income

     We report comprehensive income in accordance with SFAS 130, which requires
unrealized gains and losses on the Company's available for sale investments to
be included in other comprehensive income in the statement of Shareholders'
equity. The table below shows the gross and net of tax components of other
comprehensive income.

<TABLE>
<CAPTION>
                                                        Three months ended March 31, 2001
                                                  Before Tax           Tax           Net of Tax
<S>                                            <C>               <C>               <C>
 Unrealized gains on available for sale
 investments arising during the period                  $5,757             $(527)           $5,230
 Less-: reclassification adjustment for gains
 realized in net income                                    (40)               62                22
                                             -----------------------------------------------------
 Other comprehensive income                             $5,717             $(465)           $5,252
                                             =====================================================
</TABLE>

<TABLE>
<CAPTION>
                                                        Three months ended March 31, 2000
                                                  Before Tax           Tax           Net of Tax
<S>                                            <C>               <C>              <C>
 Unrealized (losses) on available for sale
 investments arising during the period                   $(303)    $         -              $(303)
 Less-: reclassification adjustment for
 losses realized in net income                             128               -                128
                                             -----------------------------------------------------
 Other comprehensive income                              $(175)    $         -              $(175)
                                             ====================================================
</TABLE>
<PAGE>

                     Scottish Annuity & Life Holdings, Ltd.
              Notes to Unaudited Consolidated Financial Statements
                                 March 31, 2001



5.   Segment Reporting

     Income from insurance operations is split into two segments: Life
Reinsurance and Wealth Management.

     The segment reporting for the lines of business is as follows:

<TABLE>
<CAPTION>
                                                       Three months ended    Three months ended
                                                         March 31, 2001        March 31, 2000
                                                     ------------------------------------------
<S>                                                   <C>                   <C>
REVENUES
Life Reinsurance                                                   $19,347              $ 7,023
Wealth Management                                                      612                  451
Other (1)                                                            2,045                2,645
                                                     ------------------------------------------
Total                                                              $22,004              $10,119
                                                     ==========================================
NET INCOME BEFORE INCOME TAXES AND
MINORITY INTEREST
Life Reinsurance                                                   $ 1,923              $   (84)
Wealth Management                                                      209                  160
Other (2)                                                            1,572                2,014
                                                     ------------------------------------------
Total                                                              $ 3,704              $ 2,090
                                                     ==========================================
</TABLE>
<TABLE>
<CAPTION>
                                                         March 31, 2001      December 31, 2000
                                                     ------------------------------------------
<S>                                                    <C>                  <C>
ASSETS BY SEGMENT
Life Reinsurance                                                $  638,049           $  636,382
Wealth Management                                                  483,608              431,670
Other                                                              106,210              110,444
                                                     ------------------------------------------
Total                                                           $1,227,867           $1,178,496
                                                     ==========================================
</TABLE>
(1)  Includes investment income on unallocated capital and realized gains and
     losses.
(2)  Includes corporate expenses.
<PAGE>

                     Scottish Annuity & Life Holdings, Ltd.
               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

General


     Scottish Annuity & Life Holdings, Ltd. ("Scottish Holdings", "we", "our",
or "the Company") is a Cayman Islands holding company that was incorporated in
May 1998 and completed its initial public offering ("IPO") on November 30, 1998.
Through our wholly owned subsidiaries, we provide life reinsurance to life
insurance companies and issue variable insurance policies to high net worth
individuals.

     We have two wholly-owned direct subsidiaries: Scottish Annuity & Life
Insurance Company (Cayman) Ltd. ("SALIC"), a Cayman Islands insurance company
formed by the Company in 1998; and The Scottish Annuity Company (Cayman) Ltd.
("SAC"), a Cayman Islands insurance company that was incorporated in 1994 and
acquired by the Company in 1999.

     Scottish Re (U.S.), Inc. ("Scottish Re") is a Delaware insurance company
that was acquired by SALIC in 1999.  Scottish Re provides life reinsurance to
life insurance companies.  Scottish Re is licensed to do business in the United
States by 15 states and admitted as a reinsurer in an additional 30 states.

     Scottish Re (Dublin) Limited ("Dublin") was incorporated in Dublin, Ireland
in 2000 to provide reinsurance for our group companies. Dublin commenced writing
business in January 2001.

     We have a 50.01% holding in Scottish Crown Group (Bermuda) Ltd. ("Scottish
Crown").  As of December 31, 2000, Scottish Crown owned two Bermuda-licensed
insurance companies that are engaged in the issuance of variable insurance
policies to high net worth individuals.  In February 2001, Scottish Holdings
(U.S.), Inc., a wholly owned subsidiary of SALIC, acquired 100% of one of the
Bermuda-licensed insurance companies.

     All amounts are reported in thousands of United States dollars (except per
share amounts).

Earnings per share


<TABLE>
<CAPTION>
                                                           Three months ended   Three months ended
                                                              March 31, 2001       March 31, 2000
<S>                                                         <C>                  <C>
Net income                                                     $     3,714          $     2,031
                                                               ===========          ===========

Basic EPS                                                      $      0.24          $      0.13
                                                               ===========          ===========
Diluted EPS                                                    $      0.23          $      0.13
                                                               ===========          ===========

Weighted average number of shares outstanding:
Basic                                                           15,614,418           16,046,740
                                                               -----------          -----------
Diluted                                                         16,136,716           16,047,729
                                                               -----------          ===========
</TABLE>

     Our Net income for the first quarter of $3.7 million was an 83% increase
over the same quarter in 2000. This increase is primarily due to increased
income from our Life Reinsurance and Wealth Management operations, an improved
return on our investment portfolio and a reduction in realized losses on
investments.
<PAGE>

     Earnings per share increased 77% on a diluted basis from $0.13 to $0.23.
The increase in earnings per share was entirely due to increased earnings. The
effect of our repurchase of shares in the latter part of 2000 was offset by the
dilutive effect of stock options in the first quarter of 2001.

Revenues

     Revenues have increased 117% to $22.0 million in the first three months of
2001 compared to $10.1 million in the same period of 2000 due primarily to the
growth in our Life Reinsurance operations and an increase in investment income
based on the increase in invested assets and the improvement in the yield on
such assets.

     Revenue is made up as follows:


<TABLE>
<CAPTION>
                                                       Three months ended    Three months ended
                                                         March 31, 2001        March 31, 2000
<S>                                                    <C>                  <C>
Premiums earned                                                    $ 9,520              $    32
Fee income                                                             699                  450
Investment income, net                                              11,747                9,765
Realized gains (losses)                                                 38                 (128)
                                                     ------------------------------------------
Total Revenues                                                     $22,004              $10,119
                                                     ==========================================
</TABLE>

Premiums earned

     Premiums earned during the first quarter of 2001 are in respect of 23
reinsurance clients and premiums from a block of Accident & Health business
previously written by Scottish Re before we acquired the company and which is
now in run-off. Premiums earned in the first quarter of 2000 are in relation to
the Accident & Health business in existence when we acquired Scottish Re.  As of
March 31, 2001 we reinsure approximately $15.8 billion of life coverage on
393,000 lives.  The average benefit coverage per life is $40 thousand and the
maximum corporate retention on any one life is $1 million.


     We anticipate a steady flow of premiums in future quarters from these
treaties.
<PAGE>

Fee income

     Fee income includes fees earned from our Wealth Management products offered
to high net worth individuals by SALIC and SAC in the Cayman Islands and
Scottish Crown in Bermuda. These fees increased from $450 thousand to $619
thousand in the first quarter due primarily to increases in variable account
balances on which we earn fees and in the number of clients.  Scottish Re also
earns fees on certain financial reinsurance treaties issued to U.S. insurance
company clients.

       Fees earned are as follows:


<TABLE>
<CAPTION>
                                                       Three months ended   Three months ended
                                                         March 31, 2001       March 31, 2000
<S>                                                    <C>                  <C>
Life Reinsurance                                                      $ 80                 $  -
Wealth Management                                                      619                  450
                                                     ------------------------------------------
Total                                                                 $699                 $450
                                                     ==========================================
</TABLE>

     At March 31, 2001 we have 83 annuity clients with total assets of $377.9
million and 22 variable life clients with total assets of $82.8 million and a
total face amount of $480.4 million.  At March 31, 2000 we had 80 annuity
clients with total assets of $262.5 million and 4 variable life clients with
total assets of $7.6 million and a total face amount of $41.2 million.

     The change in the segregated assets is as follows:


<TABLE>
<CAPTION>
                                                    Three months ended    Three months ended
                                                      March 31, 2001        March 31, 2000
                                                 -------------------------------------------
<S>                                                <C>                   <C>
Balance January 1                                             $409,660              $256,546
Deposits                                                        62,199                 8,955
Withdrawals                                                     (1,300)               (5,596)
Investment performance (1)                                      (9,840)               10,231
                                                 -------------------------------------------
Balance March 31                                              $460,719              $270,136
                                                 ===========================================
</TABLE>

     (1) Investment performance for the period is determined using actual asset
valuations where available and estimates where actual data is not available.
<PAGE>

Investment income

     Net investment income increased from $9.8 million to $11.7 million as a
result of an increase in total investments and an increase in our average book
yield.

     The split of investment income by segment is as follows:


<TABLE>
<CAPTION>
                                                       Three months ended   Three months ended
                                                         March 31, 2001       March 31, 2000
<S>                                                    <C>                  <C>
Life Reinsurance                                                   $ 9,704               $6,991
Wealth Management                                                        2                    2
Other                                                                2,041                2,772
                                                     ------------------------------------------
Total                                                              $11,747               $9,765
                                                     ==========================================
</TABLE>

     Capital has been contributed to SALIC and Scottish Re and is utilized to
support the reinsurance agreements in place; more capital will be contributed as
required. Capital that is not yet allocated is invested to provide investment
income at competitive rates. Such investment income is shown as other in the
above table.

Benefits & Expenses


<TABLE>
<CAPTION>
                                                       Three months ended   Three months ended
                                                         March 31, 2001       March 31, 2000
<S>                                                    <C>                  <C>
Claims and other policy benefits                                   $ 7,334               $1,615
Interest credited to interest sensitive contract                     4,219                3,660
 liabilities
Acquisition costs and other insurance expenses                       4,116                  614
Operating expenses                                                   2,631                2,140
                                                     ------------------------------------------
Total benefits & expenses                                          $18,300               $8,029
                                                     ==========================================
</TABLE>

Claims and other policy benefits

     Claims and other policy benefits increased from $1.6 million to $7.3
million in the first quarter as a result of new reinsurance clients.  We are
recording claims and policy benefit expenses in respect of 24 reinsurance
clients and the run-off of a small amount of Accident & Health business in the
first three months of 2001.  In the first three months of 2000 we had benefit
expenses in relation to one reinsurance client and the Accident & Health
business.
<PAGE>

Interest credited to interest sensitive contract liabilities

     Interest credited to interest sensitive contract liabilities increased from
$3.7 million to $4.2 million for the first three months as a result of new
reinsurance treaties written by SALIC offset by a reduction in interest credited
to annuities in Scottish Re.  Interest is calculated based on the liabilities
recorded on the balance sheet at the rate of interest required by the
reinsurance agreement.


Acquisition costs and other insurance expenses

     Acquisition costs and other insurance expenses increased from $614 thousand
to $4.1 million in the first quarter as a result of the new reinsurance
treaties.

     The components of these expenses are as follows:


<TABLE>
<CAPTION>
                                                        Three months ended    Three months ended
                                                          March 31, 2001        March 31, 2000
<S>                                                    <C>                   <C>
Commissions, excise taxes and other insurance expenses             $ 9,762               $ 1,602
Deferred expenses                                                   (8,824)               (1,059)
Amortization - PVIF                                                     52                     -
Amortization - DAC                                                   3,126                    71
                                                     -------------------------------------------
Total                                                              $ 4,116               $   614
                                                     ===========================================
</TABLE>

     Commissions & excise taxes vary with premiums earned. Insurance expenses
include direct and indirect expenses of those departments involved in the
marketing, underwriting and issuing of reinsurance agreements. Of these total
expenses a portion is deferred and amortized over the life of the reinsurance
treaty or in relation to the estimated gross profit in respect of our interest
sensitive contracts.

     The split of these expenses between segments is as follows:


<TABLE>
<CAPTION>
                                                       Three months ended   Three months ended
                                                         March 31, 2001       March 31, 2000
<S>                                                    <C>                  <C>
Life Reinsurance                                                    $3,950                 $519
Wealth Management                                                      166                   95
                                                     ------------------------------------------
Total                                                               $4,116                 $614
                                                     ==========================================
</TABLE>
<PAGE>

Operating expenses

     Operating expenses increased from $2.1 million to $2.6 million for the
quarter as a result of increased reinsurance activity and increased personnel
costs. The split of these expenses between segments is as follows:


<TABLE>
<CAPTION>
                                                       Three months ended   Three months ended
                                                         March 31, 2001       March 31, 2000
<S>                                                    <C>                  <C>
Life Reinsurance                                                    $1,920               $1,313
Wealth Management                                                      238                  197
Other                                                                  473                  630
                                                     ------------------------------------------
Total                                                               $2,631               $2,140
                                                     ==========================================
</TABLE>


     Increased business activity in 2001 has resulted in an increase in
corporate overhead costs being allocated to lines of business.

Income taxes

     The income tax expense decreased in the first three months of 2001 to $52
thousand from $59 thousand in the first three months of 2000. The 2001
calculation includes the earnings of Scottish Re and Dublin less a release of
capital loss carryforwards by Scottish Re.  The tax expense in 2000 is related
to the earnings of Scottish Re.

Minority interest

     Minority interest income represents the minority's share of the loss
recorded by Scottish Crown in the first quarter 2001.

Investments

     General Re - New England Asset Management, Inc. manages our investment
portfolio.  Our investment guidelines are designed to diversify the portfolio
and maximize investment income while limiting risk in an asset-liability
management, enterprise context.  At March 31, 2001, the portfolio had an average
quality rating of "AA-", an average effective duration of 2.77 years and an
average book yield of 6.94%. This compares with an average quality rating of
"AA-", an average duration of 2.62 years and an average book yield of 7.24%
respectively at December 31, 2000.  The decline in average book yield was due to
a decline in LIBOR and other floating-rate indices with which the yield of a
portion of our assets floats.  These assets are approximately matched by
floating-rate liabilities, on which the cost of funds declined by a similar
amount.  The average book yield on the fixed-rate portion of the portfolio
increased from 7.12% to 7.18%. A realized gain of $40 thousand was recognized
on investments during the first quarter of 2001 as compared to a realized loss
of $128 thousand in the first quarter of 2000.  At March 31, 2001 the portfolio
had unrealized gains of $1.4 million net of tax as compared to unrealized losses
of $3.8 million net of tax at December 31, 2000, these amounts are shown on the
balance sheet as part of Shareholders' equity entitled Accumulated other
comprehensive income.

Subsequent event

     Effective as of April 30, 2001, one of our clients exercised its right to
recapture a block of business ceded to us in 1999.  The recapture will reduce
our investment portfolio, interest sensitive contract liabilities, net
investment income and interest credited to interest sensitive contract
liabilities, but will not materially affect net income.  Nevertheless, we expect
that other reinsurance transactions will offset the effects of the recapture.
<PAGE>

Liquidity and Capital Resources



Cash flow

     Cash flow from operations for the quarter was a negative $2.6 million
compared to a negative $5.3 million in the first quarter of 2000.  Although
premiums written and renewal premiums received in the first quarter of the year
are typically lower than in later quarters, causing reduced cash inflows, the
payment of claims and general operating expenses continue on a more level basis
throughout the year.  We also had significant cash outflows in the first quarter
of 2000 related to the start up of Scottish Re.  Scottish Re had no cash inflows
in the first quarter of 2000 and minimal cash inflows in the first quarter 2001,
but should begin to produce significant cash inflows in second quarter 2001.
Our cash flow from operations may be positive or negative in any specific
quarter depending on the amount of new life reinsurance business written in the
quarter and the level of ceding commissions paid in connection with writing that
business offset by the level of renewal premiums earned in the quarter.



Capital and Collateral

     At March 31, 2001, total capitalization was $247.8 million. We currently
have no material commitments for capital expenditures.

     During the first quarter of 2001, we paid dividends totaling $0.05 per
share or $781 thousand.

     We have in place a credit facility with a U.S. bank that provides up to $70
million that we can use for a combination of borrowings and outstanding letters
of credit.  Under the agreement, we may borrow at a predetermined interest rate
of 40 basis points over LIBOR.  The agreement expires in July 2001, but is
renewable with the agreement of both parties.  We have letters of credit
outstanding at March 31, 2001 in the amount of $26.9 million in support of our
reinsurance business.  The agreement requires that we pledge assets as
collateral with a market value not less than 111% of the sum of outstanding
borrowing and letters of credit.
<PAGE>

Forward Looking Statements


     Some of the statements contained in this report are not historical facts
and are forward-looking within the meaning of the Private Securities Litigation
Reform Act.  Forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual results to differ
materially from the forward-looking statements.  When used, the words "may",
"will", "expect", "anticipate", "continue", "estimate", "project", "plan",
"intend" and similar expressions identify forward-looking statements.  These
forward-looking statements involve risks and uncertainties including, but not
limited to, the following: our ability to execute the business plan; changes in
the general economic conditions including the performance of the financial
markets and interest rates; changes in insurance regulations or taxes; changes
in rating agency policy; the loss of key executives; trends in the insurance and
reinsurance industries; government regulations; trends that may affect our
financial condition or results of operations; and the declaration and payment of
dividends.  Potential investors are cautioned that any forward-looking
statements are not guarantees of future performance and are subject to risks and
uncertainties. Actual results may differ materially from those included within
the forward-looking statements as a result of various factors. Factors that
could cause or contribute to such differences include, but are not limited to,
those described under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and under the heading "Risk
Factors of Investing in our Ordinary Shares" set forth in our Annual Report on
Form 10-K filed with the Securities and Exchange Commission. We assume no
obligation to update any forward-looking statement to reflect actual results or
changes in or additions to the factors affecting such forward-looking
statements.

Risk Factors of Investing in Our Ordinary Shares

     Investing in our Ordinary Shares involves a high degree of risk.  Prior to
investing in the Ordinary Shares, potential investors should consider carefully
the risk factors set forth in our Annual Report on Form 10-K filed with the
Securities and Exchange Commission, in addition to the other information set
forth in this Form 10-Q.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

     There have been no material changes since December 31, 2000. Please refer
to "Item 7A: Quantitative and Qualitative Disclosures About Market Risk" in our
Annual Report on Form 10-K.
<PAGE>

PART II - OTHER INFORMATION


Item 1.   Legal Proceedings

The Company is not currently involved in any litigation or arbitration.

Item 2.   Changes in Securities and Use of Proceeds

Not applicable.

Item 3.   Default Upon Senior Securities

Not applicable.

Item 4.   Submission of Matters to a Vote of Securities Holders

Not applicable.

Item 5.  Other Information

Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

No reports on Form 8-K were filed during the three-month period ended March 31,
2001.



<PAGE>

  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, thereunto duly authorized.


                       SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.

Date: May 14, 2001     By: /s/  Michael C. French

                           Michael C. French
                           Chief Executive Officer


Date: May 14, 2001     By: /s/ Scott E. Willkomm

                           Scott E. Willkomm
                           President & Chief Financial Officer
                           (Principal Financial Officer and
                           Principal Accounting Officer)