As filed with the Securities and Exchange Commission on October 11, 2001

                                                    Registration No. 333-_______
================================================================================

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

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                            W.P. STEWART & CO., LTD.
             (Exact name of registrant as specified in its charter)

             Bermuda                                  98-0201080
  (State or other jurisdiction            (I.R.S. Employer Identification No.)
        of incorporation)

Trinity Hall, 43 Cedar Avenue, Hamilton HM LX, Bermuda        Not Applicable
       (Address of principal executive offices)                 (Zip Code)

          W.P. STEWART & CO., LTD. 2001 EMPLOYEE EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                               Lisa D. Levey, Esq.
                          c/o W.P. Stewart & Co., Inc.
                               527 Madison Avenue
                          New York, New York 10022-4212
                                 (212) 750-8585

 (Name, address and telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
                                                       Proposed maximum     Proposed maximum
       Title of securities          Amount to be      offering price per   aggregate offering      Amount of
        to be registered             registered           share (1)             price (1)      registration fee
-----------------------------------------------------------------------------------------------------------------
<S>                              <C>                       <C>                 <C>                  <C>
Common Shares, $.001 par value   1,500,000 shares(2)       $21.375             $32,062,500          $8,016
=================================================================================================================
</TABLE>

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance with Rule 457(c) and (h)(1) under the Securities Act of 1933, as
     amended,  based upon the  average  of the high and low sales  prices of the
     Common Stock as reported on the New York Stock Exchange on October 8, 2001.

(2)  Consists of 1,500,000  shares of Common  Shares  issuable  upon exercise of
     options or the purchase of restricted shares granted or to be granted under
     the 2001 Employee Equity Incentive Plan.

<PAGE>

                                    PART I.
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*    Information  required  by  Part  I to be  contained  in the  Section  10(a)
     prospectus is omitted from this  Registration  Statement in accordance with
     Rule 428 of the Securities Act of 1933, as amended (the "Securities  Act"),
     and the Note to Part I of Form S-8.

                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents that we have filed with the Securities and Exchange
Commission  (the   "Commission")   are   incorporated  by  reference  into  this
Registration Statement:

     o    our Annual  Report on Form 20-F for the year ended  December 31, 2000,
          filed on March 30, 2001;

     o    our Report of Foreign Issuer on Form 6-K, filed on January 31, 2001;

     o    our Report of Foreign Issuer on Form 6-K, filed on February 7, 2001;

     o    our Report of Foreign Issuer on Form 6-K, filed on April 25, 2001;

     o    our Report of Foreign Issuer on Form 6-K, filed on May 11, 2001;

     o    our Report of Foreign Issuer on Form 6-K, filed on August 8, 2001;

     o    our Report of Foreign Issuer on Form 6-K, filed on September 7, 2001;

     o    the  description  of our common shares  contained in any  registration
          statement or report filed by us under the  Securities  Exchange Act of
          1934,  as amended (the  "Exchange  Act"),  including  any amendment or
          report filed for the purpose of updating such description.

     All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Registration Statement and prior
to the  filing of a  post-effective  amendment  indicating  that all  securities
offered by this  Registration  Statement  have been sold, or  deregistering  all
securities  remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part of this Registration Statement from
the respective dates of filing of such documents.


                                      II-2
<PAGE>

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     No  provision  is made in  Bermuda  statutory  law for  indemnification  of
officers and directors. Section 98 of the Companies Act 1981 of Bermuda provides
generally  that a Bermudian  company may indemnify its  directors,  officers and
auditors against any liability which may be imposed by virtue of any rule of law
in  respect  of any  negligence,  default,  breach of duty or breach of trust in
relation  to the  Company  or its  subsidiaries,  except  in  cases  where  such
liability arises from the fraud or dishonesty of which such director, officer or
auditor may be guilty in relation to W.P.  Stewart & Co., Ltd. Section 98 of the
Bermuda  Companies  Act 1981  further  provides  that a  Bermudian  company  may
indemnify its directors, officers and auditors against any liability incurred by
them in defending any proceedings,  whether civil or criminal, in which judgment
is awarded in their favor or they are acquitted or granted relief by the Supreme
Court of Bermuda under Section 281 of that Act.

     The bye-laws of W.P. Stewart & Co., Ltd. provide for indemnification of its
officers and directors against all liabilities, loss, damage or expense incurred
or suffered by such party as an officer or director of W.P. Stewart & Co., Ltd.;
provided  that such  indemnification  shall not extend to any matter which would
render it void  pursuant to the Bermuda  Companies Act as in effect from time to
time in Bermuda.

     The  directors  and officers of W.P.  Stewart & Co.,  Ltd. are covered by a
directors' and officers' liability insurance policy maintained by it.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1  Copy of 2001 Employee Equity  Incentive Plan, and Exhibits A through D
          attached thereto.

     5.1  Opinion of Appleby Spurling & Kempe

     23.1 Consent of PricewaterhouseCoopers.

     23.2 Consent of Appleby Spurling & Kempe (contained  in Exhibit 5.1 to this
          registration statement).

     24   Power of Attorney (included in the signature page hereof).

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:


                                      II-3
<PAGE>

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar value of securities would not exceed that which was registered)
          and any deviation  from the low or high end of the  estimated  maximum
          offering  range may be reflected in the form of prospectus  filed with
          the  Commission  pursuant  to Rule  424(b) if, in the  aggregate,  the
          changes in volume and price represent no more than a 20% change in the
          maximum  aggregate  offering  price set forth in the  "Calculation  of
          Registration Fee" table in the effective registration statement; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

     provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) above do not
     apply if information required to be included in a post-effective  amendment
     by  those  paragraphs  is  contained  in  periodic  reports  filed  with or
     furnished to the  Commission  by the  registrant  pursuant to Section 13 or
     Section  15(d)  of the  Exchange  Act of  1934  that  are  incorporated  by
     reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.


                                      II-4
<PAGE>

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a director, officer or other controlling person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Hamilton, Bermuda, on October 11, 2001.


                                             W.P. STEWART & CO., LTD.


                                             By  /s/ William P. Stewart
                                               -----------------------------
                                                 William P. Stewart
                                                 Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below hereby  constitutes  and  appoints  William P.  Stewart,  John C.
Russell  and  Lisa D.  Levey,  and each of  them,  his or her  true  and  lawful
attorneys-in-fact   and  agents,   each  acting  alone,   with  full  powers  of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead,  in any and all  capacities,  to sign any and all  amendments to this
Registration  Statement  on Form  S-8,  and any  and all  amendments  (including
post-effective  amendments)  thereto,  and to file the same,  with all  exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange Commission,  granting unto such  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and  confirming  all that such  attorneys-in-fact  and agents or any of them, or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.


                                      II-5
<PAGE>

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


Signature                               Title                        Date
---------                               -----                        ----

/s/ William P. Stewart
--------------------------     Chairman, Chief Executive       October 11, 2001
William P. Stewart             Officer and Director
                               (principal executive
                               officer)



--------------------------     Director                        October __, 2001
Richard C. Breeden


/s/ Edgar H. Brunner
--------------------------     Director                        October 11, 2001
Edgar H. Brunner



--------------------------     Director                        October __, 2001
Beat Notz


/s/ John C. Russell
--------------------------     Deputy Chairman, Managing       October 11, 2001
John C. Russell                Director and Director


/s/ Henry B. Smith
--------------------------     Director                        October 11, 2001
Henry B. Smith


/s/ Heinrich Spangler
--------------------------     Director                        October 11, 2001
Heinrich  Spangler


/s/ Rocco Macri
--------------------------     Deputy Director, Chief          October 11, 2001
Rocco Macri                    Financial Officer (principal
                               financial officer)


/s/ Susan Leber
--------------------------     Director of Financial           October 11, 2001
Susan Leber                    Operations (principal
                               accounting officer)


/s/ Lisa D. Levey
--------------------------     Authorized Representative       October 11, 2001
W.P. Stewart & Co., Inc.       in the United States
By:  Lisa D. Levey, Esq.
Vice President and General
Counsel


                                      II-6
<PAGE>


                                  EXHIBIT INDEX

     4.1  Copy of 2001 Employee Equity  Incentive Plan, and Exhibits A through D
          attached thereto.

     5.1  Opinion of Appleby Spurling & Kempe

     23.1 Consent of PricewaterhouseCoopers.

     23.2 Consent of Appleby  Spurling & Kempe (contained in Exhibit 5.1 to this
          registration statement).

     24.1 Power of Attorney (included in the signature page hereof)
[{"type": "S-8", "sequence": "1", "filename": "d27103_s-8.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 16730}]
{"company-data": {"conformed-name": "STEWART W P & CO LTD", "cik": "0000750443", "assigned-sic": "6211", "irs-number": "980201080", "state-of-incorporation": "X0"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71444", "film-number": "1757306"}, "business-address": {"street1": "TRINITY HALL 43 CEDAR AVE PO BOX 2905", "street2": "HAMILTON HM LX", "city": "BERMUDA", "state": "X0", "zip": "10022", "phone": "4412958585"}, "mail-address": {"street1": "C/O W P STEWART & CO INC", "street2": "527 MADISON AVE", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "STEWART W P & CO INC", "date-changed": "19980320"}}
As filed with the Securities and Exchange Commission on October 11, 2001

                                                    Registration No. 333-_______
================================================================================

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

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                            W.P. STEWART & CO., LTD.
             (Exact name of registrant as specified in its charter)

             Bermuda                                  98-0201080
  (State or other jurisdiction            (I.R.S. Employer Identification No.)
        of incorporation)

Trinity Hall, 43 Cedar Avenue, Hamilton HM LX, Bermuda        Not Applicable
       (Address of principal executive offices)                 (Zip Code)

          W.P. STEWART & CO., LTD. 2001 EMPLOYEE EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                               Lisa D. Levey, Esq.
                          c/o W.P. Stewart & Co., Inc.
                               527 Madison Avenue
                          New York, New York 10022-4212
                                 (212) 750-8585

 (Name, address and telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                       Proposed maximum     Proposed maximum
       Title of securities          Amount to be      offering price per   aggregate offering      Amount of
        to be registered             registered           share (1)             price (1)      registration fee
-----------------------------------------------------------------------------------------------------------------
Common Shares, $.001 par value   1,500,000 shares(2)       $21.375             $32,062,500          $8,016
=================================================================================================================
(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance with Rule 457(c) and (h)(1) under the Securities Act of 1933, as
     amended,  based upon the  average  of the high and low sales  prices of the
     Common Stock as reported on the New York Stock Exchange on October 8, 2001.

(2)  Consists of 1,500,000  shares of Common  Shares  issuable  upon exercise of
     options or the purchase of restricted shares granted or to be granted under
     the 2001 Employee Equity Incentive Plan.
PART I.
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

*    Information  required  by  Part  I to be  contained  in the  Section  10(a)
     prospectus is omitted from this  Registration  Statement in accordance with
     Rule 428 of the Securities Act of 1933, as amended (the "Securities  Act"),
     and the Note to Part I of Form S-8.

                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents that we have filed with the Securities and Exchange
Commission  (the   "Commission")   are   incorporated  by  reference  into  this
Registration Statement:

     o    our Annual  Report on Form 20-F for the year ended  December 31, 2000,
          filed on March 30, 2001;

     o    our Report of Foreign Issuer on Form 6-K, filed on January 31, 2001;

     o    our Report of Foreign Issuer on Form 6-K, filed on February 7, 2001;

     o    our Report of Foreign Issuer on Form 6-K, filed on April 25, 2001;

     o    our Report of Foreign Issuer on Form 6-K, filed on May 11, 2001;

     o    our Report of Foreign Issuer on Form 6-K, filed on August 8, 2001;

     o    our Report of Foreign Issuer on Form 6-K, filed on September 7, 2001;

     o    the  description  of our common shares  contained in any  registration
          statement or report filed by us under the  Securities  Exchange Act of
          1934,  as amended (the  "Exchange  Act"),  including  any amendment or
          report filed for the purpose of updating such description.

     All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Registration Statement and prior
to the  filing of a  post-effective  amendment  indicating  that all  securities
offered by this  Registration  Statement  have been sold, or  deregistering  all
securities  remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part of this Registration Statement from
the respective dates of filing of such documents.

                                      II-2
Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     No  provision  is made in  Bermuda  statutory  law for  indemnification  of
officers and directors. Section 98 of the Companies Act 1981 of Bermuda provides
generally  that a Bermudian  company may indemnify its  directors,  officers and
auditors against any liability which may be imposed by virtue of any rule of law
in  respect  of any  negligence,  default,  breach of duty or breach of trust in
relation  to the  Company  or its  subsidiaries,  except  in  cases  where  such
liability arises from the fraud or dishonesty of which such director, officer or
auditor may be guilty in relation to W.P.  Stewart & Co., Ltd. Section 98 of the
Bermuda  Companies  Act 1981  further  provides  that a  Bermudian  company  may
indemnify its directors, officers and auditors against any liability incurred by
them in defending any proceedings,  whether civil or criminal, in which judgment
is awarded in their favor or they are acquitted or granted relief by the Supreme
Court of Bermuda under Section 281 of that Act.

     The bye-laws of W.P. Stewart & Co., Ltd. provide for indemnification of its
officers and directors against all liabilities, loss, damage or expense incurred
or suffered by such party as an officer or director of W.P. Stewart & Co., Ltd.;
provided  that such  indemnification  shall not extend to any matter which would
render it void  pursuant to the Bermuda  Companies Act as in effect from time to
time in Bermuda.

     The  directors  and officers of W.P.  Stewart & Co.,  Ltd. are covered by a
directors' and officers' liability insurance policy maintained by it.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     4.1  Copy of 2001 Employee Equity  Incentive Plan, and Exhibits A through D
          attached thereto.

     5.1  Opinion of Appleby Spurling & Kempe

     23.1 Consent of PricewaterhouseCoopers.

     23.2 Consent of Appleby Spurling & Kempe (contained  in Exhibit 5.1 to this
          registration statement).

     24   Power of Attorney (included in the signature page hereof).

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

                                      II-3
(1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar value of securities would not exceed that which was registered)
          and any deviation  from the low or high end of the  estimated  maximum
          offering  range may be reflected in the form of prospectus  filed with
          the  Commission  pursuant  to Rule  424(b) if, in the  aggregate,  the
          changes in volume and price represent no more than a 20% change in the
          maximum  aggregate  offering  price set forth in the  "Calculation  of
          Registration Fee" table in the effective registration statement; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

     provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) above do not
     apply if information required to be included in a post-effective  amendment
     by  those  paragraphs  is  contained  in  periodic  reports  filed  with or
     furnished to the  Commission  by the  registrant  pursuant to Section 13 or
     Section  15(d)  of the  Exchange  Act of  1934  that  are  incorporated  by
     reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

                                      II-4
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a director, officer or other controlling person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Hamilton, Bermuda, on October 11, 2001.

                                             W.P. STEWART & CO., LTD.

                                             By  /s/ William P. Stewart
                                               -----------------------------
                                                 William P. Stewart
                                                 Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below hereby  constitutes  and  appoints  William P.  Stewart,  John C.
Russell  and  Lisa D.  Levey,  and each of  them,  his or her  true  and  lawful
attorneys-in-fact   and  agents,   each  acting  alone,   with  full  powers  of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead,  in any and all  capacities,  to sign any and all  amendments to this
Registration  Statement  on Form  S-8,  and any  and all  amendments  (including
post-effective  amendments)  thereto,  and to file the same,  with all  exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange Commission,  granting unto such  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and  confirming  all that such  attorneys-in-fact  and agents or any of them, or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

                                      II-5
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                               Title                        Date
---------                               -----                        ----

/s/ William P. Stewart
--------------------------     Chairman, Chief Executive       October 11, 2001
William P. Stewart             Officer and Director
                               (principal executive
                               officer)

--------------------------     Director                        October __, 2001
Richard C. Breeden

/s/ Edgar H. Brunner
--------------------------     Director                        October 11, 2001
Edgar H. Brunner

--------------------------     Director                        October __, 2001
Beat Notz

/s/ John C. Russell
--------------------------     Deputy Chairman, Managing       October 11, 2001
John C. Russell                Director and Director

/s/ Henry B. Smith
--------------------------     Director                        October 11, 2001
Henry B. Smith

/s/ Heinrich Spangler
--------------------------     Director                        October 11, 2001
Heinrich  Spangler

/s/ Rocco Macri
--------------------------     Deputy Director, Chief          October 11, 2001
Rocco Macri                    Financial Officer (principal
                               financial officer)

/s/ Susan Leber
--------------------------     Director of Financial           October 11, 2001
Susan Leber                    Operations (principal
                               accounting officer)

/s/ Lisa D. Levey
--------------------------     Authorized Representative       October 11, 2001
W.P. Stewart & Co., Inc.       in the United States
By:  Lisa D. Levey, Esq.
Vice President and General
Counsel

                                      II-6
EXHIBIT INDEX

     4.1  Copy of 2001 Employee Equity  Incentive Plan, and Exhibits A through D
          attached thereto.

     5.1  Opinion of Appleby Spurling & Kempe

     23.1 Consent of PricewaterhouseCoopers.

     23.2 Consent of Appleby  Spurling & Kempe (contained in Exhibit 5.1 to this
          registration statement).

     24.1 Power of Attorney (included in the signature page hereof)