UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Enstar Group Limited

(Exact name of registrant as specified in its charter)

Bermuda		001-33289		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

P.O. Box HM 2267, Windsor Place, 3rd Floor 18 Queen Street, Hamilton HM JX Bermuda		N/A
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (441) 292-3645

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

     We are amending the Current Report on Form 8-K that we filed on March 5, 2008 to include the Financial Statements of Business Acquired and Pro Forma Financial Information set forth below under Item 9.01 Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

(a)		Financial Statements of Business Acquired.
		The required financial statements are attached hereto as Exhibits 99.1 through 99.5 and are incorporated in their entirety herein by reference.
(b)		Pro Forma Combined Financial Information.
		The required pro forma combined financial information is attached hereto as Exhibit 99.6 and is incorporated in its entirety herein by reference.
(d)		Exhibits.
23.1		Consent of Ernst & Young for Church Bay Limited (formerly AMPG (1992) Limited).
23.2		Consent of Ernst & Young for Gordian Runoff Limited.
23.3		Consent of Ernst & Young for TGI Australia Limited.
23.4		Consent of Ernst & Young for Enstar Australia Limited (formerly Cobalt Solutions Australia Limited).
23.5		Consent of Ernst & Young for Harrington Sound Limited (formerly AMP General Insurance Limited).
99.1		Audited financial statements for Church Bay Limited (formerly AMPG (1992) Limited).
99.2		Audited financial statements for Gordian Runoff Limited.
99.3		Audited financial statements for TGI Australia Limited.
99.4		Audited financial statements for Enstar Australia Limited (formerly Cobalt Solutions Australia Limited).
99.5		Audited Financial Statements for Harrington Sound Limited (formerly AMP General Insurance Limited).
99.6		Pro Forma Condensed Combined Consolidated Financial Statements of Enstar Group Limited as of December 31, 2007 (Unaudited).

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.

		ENSTAR GROUP LIMITED
Date: May 21, 2008		By: /s/ Richard J. Harris   Richard J. Harris
		Chief Financial Officer

EXHIBIT INDEX

23.1		Consent of Ernst & Young for Church Bay Limited (formerly AMPG (1992) Limited).
23.2		Consent of Ernst & Young for Gordian Runoff Limited.
23.3		Consent of Ernst & Young for TGI Australia Limited.
23.4		Consent of Ernst & Young for Enstar Australia Limited (formerly Cobalt Solutions Australia Limited).
23.5		Consent of Ernst & Young for Harrington Sound Limited (formerly AMP General Insurance Limited).
99.1		Audited financial statements for Church Bay Limited (formerly AMPG (1992) Limited).
99.2		Audited financial statements for Gordian Runoff Limited.
99.3		Audited financial statements for TGI Australia Limited.
99.4		Audited financial statements for Enstar Australia Limited (formerly Cobalt Solutions Australia Limited).
99.5		Audited Financial Statements for Harrington Sound Limited (formerly AMP General Insurance Limited).
99.6		Pro Forma Condensed Combined Consolidated Financial Statements of Enstar Group Limited as of December 31, 2007 (Unaudited).