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


                               SCHEDULE 13G


                 Under the Securities Exchange Act of 1934


                            (Amendment No. 1)*

                   Scottish Annuity & Life Holdings Ltd.
                             (Name of Issuer)

                                  Common
                      (Title of Class of Securities)


                                 G7885T104
                              (CUSIP Number)

                                       December 29, 2000
          (Date of Event Which Requires Filing of the Statement)

Check  the  appropriate box to designate the rule pursuant  to  which  this
Schedule is filed:

[X]  Rule 13d-1 (b)

[ ]  Rule 13d-1 (c)

[ ]  Rule 13d-1 (d)

*The  remainder  of  this cover page shall be filled out  for  a  reporting
person's  initial filing on this form with respect to the subject class  of
securities,  and for any subsequent amendment containing information  which
would alter the disclosures provided in a prior cover page.

The  information required in the remainder of this cover page shall not  be
deemed  to   be   "filed"  for the purpose of Section 18 of the  Securities
Exchange  Act  of 1934("Act")  or otherwise subject to the  liabilities  of
that  section   of  the  Act  but   shall   be   subject   to   all   other
provisions of the Act (however, see the Notes).





CUSIP No. G7885T104               13G                 Page 2 of 5 Pages

1)    NAME OF REPORTING PERSON
      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      Neuberger Berman, Inc.
      061523639
      Neuberger Berman, LLC
      13-5521910


2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) /__/
                                                                 (b) /X/
3)   SEC USE ONLY


4)   CITIZENSHIP OR PLACE OF ORGANIZATION
      Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5)   SOLE VOTING POWER
      544,682

6)   SHARED VOTING POWER
      891,500

7)   SOLE DISPOSITIVE POWER
      0

8)   SHARED DISPOSITIVE POWER
      1,436,182


9)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      1,436,182


10)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
      0

11)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
      9.19


12)   TYPE OF REPORTING PERSON*

      BD/IA

CUSIP No. G7885T104               13G                     Page 2A of 5
Pages

1)    NAME OF REPORTING PERSON
      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      Neuberger Berman Genesis  Portfolio
      13-3697433


2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) /__/
                                                                 (b) /X/
3)   SEC USE ONLY


4)   CITIZENSHIP OR PLACE OF ORGANIZATION
      USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5)   SOLE VOTING POWER
      0

6)   SHARED VOTING POWER
      891,500

7)   SOLE DISPOSITIVE POWER
      0

8)   SHARED DISPOSITIVE POWER
      891,500


9)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      891,500


10)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
      5.7

12)   TYPE OF REPORTING PERSON*

      IV
CUSIP No. G7885T104               13G              Page 3 of 5 Pages
Item 1.   (a)    Name of Issuer:
                 Scottish Annuity & Life Holdings Ltd.

Item 1    (b)    Address of Issuer's Principal Executive Offices:
                 Ugland House South Church Street, George Town, Grand
Cayman, Cayman Islands BWI

Item 2.   (a)    Name of Person Filing:

                 Neuberger Berman, Inc.
                Neuberger Berman, LLC.
                 Neuberger Berman Management Inc.
                 Neuberger Berman Genesis  Portfolio

Item 2    (b)    Address of Principal Business Office:

                 605 Third Ave., New York, NY, 10158-3698

Item 2    (c)    Citizenship:

                 USA

Item 2    (d)    Title of Class of Securities:
                 Common

Item 2    (e)    CUSIP Number:
                 G7885T104

Item 3.   (g)    /X/  Parent holding company, in accordance with 240.13d-1
                    (b) (ii) (G)

Item 4.          Ownership:

          (a)    Amount Beneficially Owned:

                 1,436,182

          (b)    Percent of Class:

                 9.19

CUSIP No. G7885T104               13G                Page 4 of 5 Pages

(c)    Number of Shares as to which such person has:
            (I)    Sole Power to vote or to direct the
                   vote: 544,682

            (II)   Shared Power to vote or to direct the
                   vote: 891,500

            (III)  Sole Power to dispose or to direct the disposition
                   of: 0

            (IV)   Shared Power to dispose or to direct the disposition
                   of: 1,436,182


Item 5.          Ownership of Five Percent or Less of a Class:
                                       N/A

Item 6.          Ownership of More than Five Percent on Behalf of Another:


Neuberger Berman, LLC is deemed to be a beneficial owner for purpose of
Rule 13(d) since it has shared power to make decisions whether to retain or
dispose of, and in some cases the sole power to vote the securities of many
unrelated clients.  Neuberger Berman, LLC does not, however, have any
economic interest in the securities of those clients.  The clients are the
actual owners of the securities and have the sole right to receive and the
power to direct the receipt of dividends from or proceeds from the sale of
such securities.


With regard to the shares set forth under Item 4.(c)(II), 891,500 shares or
5.7% of the outstanding are beneficially owned by Neuberger Berman Genesis
Portfolio, a series of Equity Managers Trust.  Neuberger Berman, LLC and
Neuberger Berman Management Inc. are deemed to be beneficial owners of
these shares for purposes of Rule 13(d) since they both have shared power
to make decisions whether to retain or dispose of the securities.
Neuberger Berman, LLC and Neuberger Berman Management Inc. serve as sub-
adviser and investment manager, respectively, of Neuberger Berman Genesis
Portfolio, which holds such shares in the ordinary course of its business
and not with the purpose nor with the effect of changing or influencing the
control of the issuer.

With regard to the balance of the shares set forth under Item 4.(c)(II),
Neuberger Berman, LLC and Neuberger Berman Management Inc. are deemed to be
the beneficial owners for the purposes of Rule 13(d), since they have power
to make decisions whether to retain or dispose of securities held by
Neuberger Berman's various other Funds.  Neuberger Berman, LLC is the sub-
advisor to the aforementioned Funds.

No other Neuberger Berman, LLC advisory client has an interest of more than
5% of the issuer.

It should be further noted that the share calculation under item 4.(c)(IV)
is derived from a total combination of the shares set forth under Item
4.(c)(I and II). The remaining balance of shares, if any, are for
individual client accounts over which Neuberger Berman, LLC has shared
power to dispose.
CUSIP No. G7885T104               13G                    Page 5 of 5 Pages

Item 7.          Identification and Classification of the Subsidiary Which
                Acquired the Security Being Reported on by the Parent
                Holding Company:
                Neuberger Berman, Inc. makes this filing pursuant to Rule
                13d-1(b)(ii)(G) since it owns 100% of both Neuberger
                Berman, LLC and Neuberger Berman Management, Inc. and does
                not own over 1% of the issuer.
                Neuberger Berman, LLC, as investment advisor and
                broker/dealer with discretion.
                Neuberger Berman Management Inc. as investment advisor to
                a Series of Public Mutual Funds.

Item 8.          Identification and Classification of Members of the Group:
                           N/A
Item 9.          Notice of Dissolution of Group:
                         N/A

Item 10.         Certification:

By signing below I certify that, to the best of my knowledge and belief,
the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.

Signature:

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

In addition, the undersigned hereby agree that the Schedule 13G filed
herewith is filed jointly pursuant to Rule 13d-1(f)(1) of the Securities
Exchange Act of 1934, as amended, on behalf of each of them.



Date: February 2, 2001



By:_____________________________
     Kevin Handwerker
     General Counsel
     Neuberger Berman, Inc.
     Neuberger Berman, LLC.


By: _____________________________
     Peter Sundman
     President and Director
     Neuberger Berman Management Inc.



By: :_____________________________
     Peter Sundman
     Chairman of the Board, Chief Executive
     Officer and Trustee
     Neuberger Berman Genesis  Portfolio,
     a Series of Equity Managers Trust