SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* CITIGROUP INC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10043 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MAX RE CAPITAL LTD [ MXRE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks.
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	04/01/2004(3)		J4(1)	1,058,833(1)	D	(1)	607,833(1)(2)(3)	I	By Subsidiary(1)(2)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* CITIGROUP INC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10043 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks.

1. Name and Address of Reporting Person* CITIGROUP INVESTMENTS INC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10043 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 4.

1. Name and Address of Reporting Person* CITIGROUP ALTERNATIVE INVESTMENTS INC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10043 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks.

1. Name and Address of Reporting Person* ASSOCIATED MADISON COMPANIES INC (Last) (First) (Middle) 153 EAST 53RD ST. (Street) NEW YORK NY 10043 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 2.

1. Name and Address of Reporting Person* CITIGROUP INSURANCE HOLDING CORP (Last) (First) (Middle) 3120 BRECKINRIDGE BOULEVARD (Street) DULUTH GA 30199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 2.

1. Name and Address of Reporting Person* TRAVELERS INSURANCE CO (Last) (First) (Middle) ONE TOWER SQUARE (Street) HARTFORD CT 06183 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 2.

1. Name and Address of Reporting Person* TRAVELERS LIFE & ANNUITY CO (Last) (First) (Middle) ONE CITYPLACE (Street) HARTFORD CT 06103 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 2.

1. Name and Address of Reporting Person* Primerica Life Insurance CO (Last) (First) (Middle) 3120 BRECKINRIDGE BOULEVARD (Street) DULUTH GA 30199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 2.

Explanation of Responses:

1. See General Remarks.

2. Represents 64,500 shares of the Issuer's common stock (the "Common Stock") directly beneficially owned by The Travelers Life and Annuity Company ("TLAC"), 91,500 shares of Common Stock directly beneficially owned by Primerica Life Insurance Company ("Primerica") and 451,833 shares of Common Stock directly beneficially owned by The Travelers Insurance Company ("TIC") as of April 1, 2004. Each of TLAC and Primerica are wholly owned subsidiaries of TIC, which is a wholly owned subsidiary of Citigroup Insurance Holding Corporation ("Citigroup Insurance"), which is a wholly owned subsidiary of Associated Madison Companies, Inc. ("Associated Madison"), which is a wholly owned subsidiary of Citigroup Inc. ("Citigroup").

3. This Form 5 is being filed to report certain transactions that occurred during the Issuer's fiscal year that ends December 31, 2004 that have not previously been reported on Form 4. The amount of shares beneficially owned reflects holdings as of April 1, 2004. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interests therein.

4. An employee of Citigroup Investments Inc. ("CII") serves on the Issuer's Board of Directors. CII is a wholly owned subsidiary of Citigroup.

Remarks:

Prior to the merger between The St. Paul's Companies, Inc. ("St. Paul's") and Travelers Property Casualty Corp. ("TAP") effective as of April 1, 2004 (the "Merger"), Citigroup Alternative Investments LLC ("CAI") managed investments on behalf of The Travelers Indemnity Company ("Travelers Indemnity"), a wholly owned subsidiary of TAP, including 1,058,833 shares of Common Stock. Upon completion of the Merger, CAI no longer managed investments on behalf of Travelers Indemnity and no longer beneficially owned any of the Issuer's securities. CAI is a wholly owned subsidiary of CII, which is a wholly owned subsidiary of Citigroup.

	Citigroup Inc., By: David C. Goldberg, Assistant Secretary	06/04/2004
	Citigroup Investments Inc., By: Andrew E. Feldman, Assistant Secretary	06/04/2004
	Citigroup Alternative Investments LLC, By: Andrew E. Feldman, Assistant Secretary	06/04/2004
	Associated Madison Companies, Inc. By: David C. Goldberg, Assistant Secretary	06/04/2004
	Citigroup Insurance Holding Corporation, By: David C. Goldberg, Assistant Secretary	06/04/2004
	Travelers Insurance Company, By: David C. Goldberg, Assistant Secretary	06/04/2004
	Travelers Life and Annuity Company, By: David C. Goldberg, Assistant Secretary	06/04/2004
	Primerica Life Insurance Company, By: Sharon K. Grubenhoff, Senior Vice President and Treasurer	06/04/2004
	** 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 4 (b)(v).
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