SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



                       DATE OF REPORT - SEPTEMBER 29, 1998
                       -----------------------------------
                        (Date of Earliest Event Reported)

                           COMMODORE HOLDINGS LIMITED
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     BERMUDA
                            ------------------------
                            (State of Incorporation)

      0-22908                                                        N/A
---------------------                                        -------------------
(Commission File No.)                                         (I.R.S. Employer
                                                             Identification No.)

  4000 HOLLYWOOD BOULEVARD, SUITE 385-S, SOUTH TOWER, HOLLYWOOD, FLORIDA 33021
  ----------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (954) 967-2100
                                 --------------
              (Registrant's telephone number, including area code)


<PAGE>


ITEM 5.           OTHER EVENTS

         ADOPTION OF STOCKHOLDER RIGHTS PLAN

         On September 29, 1998, the Board of Directors of the Company declared a
dividend of one Common Stock Purchase Right (the "Right(s)") for each
outstanding share of Common Stock, par value $.01 per share (the "Common
Stock"), of the Company. The dividend is payable as of November 2, 1998 to
stockholders of record on that date. Each Right entitles the registered holder
to purchase from the Company one share of Common Stock at a per share price of
$28.34 (the "Exercise Price"), subject to certain adjustments. The description
and terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and American Stock Transfer and Trust Company,
as Rights Agent (the "Rights Agent"), dated as of September 29, 1998.

         Initially the Rights will not be exercisable, certificates will not be
sent to stockholders, and the Rights will automatically trade with the Common
Stock.

         The Rights, unless earlier redeemed by the Board of Directors, become
exercisable upon the close of business on the day (the "Distribution Date")
which is the earlier of (i) the tenth day following a public announcement that a
person or group of affiliated or associated persons, with certain exceptions set
forth below, has acquired beneficial ownership of 15% or more of the outstanding
voting stock of the Company (an "Acquiring Person") and (ii) the tenth business
day (or such later date as may be determined by the Board of Directors and the
Continuing Directors (as defined in the Rights Agreement) prior to such time as
any person or group of affiliated or associated persons becomes an Acquiring
Person) after the date of the commencement or announcement of a person's or
group's intention to commence a tender or exchange offer the consummation of
which would result in the ownership of 30% or more of the Company's outstanding
voting stock (even if no shares are actually purchased pursuant to such offer);
prior thereto, the Rights would not be exercisable, would not be represented by
a separate certificate, and would not be transferable apart from the Company's
Common Stock, but will instead be evidenced, with respect to any of the Common
Stock certificates outstanding as of November 2, 1998, by such Common Stock
certificate with a copy of a Summary of Rights attached thereto. An Acquiring
Person does not include (A) the Company, (B) any subsidiary of the Company, 
(C)any employee benefit plan or employee stock plan of the Company or of any
subsidiary of the Company, or any trust or other entity organized, appointed,
established or holding Common Stock for or pursuant to the terms of any such
plan, or (D) any person or group whose ownership of 15% or more of the shares of
voting stock of the Company then outstanding results solely from (i) any action
or transaction or transactions approved by the Board of Directors before such
person or group became an Acquiring Person or (ii) a reduction in the number of
issued and outstanding shares of voting stock of the Company pursuant to a
transaction or transactions approved by the Board of Directors (provided that
any person or group that does not become an Acquiring Person by reason of clause
(i) or (ii) above shall become an Acquiring Person upon acquisition of an
additional 1% of the Company's voting stock unless such acquisition of
additional voting stock will not result in such person or group becoming an
Acquiring Person by reason of such clause (i) or (ii)) or (E) any person who, as
of November 1, 1997, together with all affiliates and associates of such person,
was the beneficial owner of 15% or more of the voting stock of the Company
outstanding as of such date; provided, however, that any person described in
this clause (E) shall no longer be an exempt 


                                       2
<PAGE>

person and shall become an Acquiring Person if such person, together with all
affiliates and associates of such person, after November 1, 1997 acquires
beneficial ownership of an additional 5% or more of the voting stock (unless
such acquisition is pursuant to a transaction described in clause (D)(i) or
(D)(ii) above).

         Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after November 2, 1998 will
contain a legend incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any of the Company's Common Stock certificates
outstanding as of November 2, 1998 with or without a copy of the Summary of
Rights attached, will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Company's
Common Stock as of the close of business on the Distribution Date and such
separate certificates alone will evidence the Rights from and after the
Distribution Date.

         The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on November 2, 2008 (the "Final Expiration
Date"), unless earlier redeemed by the Company as described below.

         The number of shares of Common Stock issuable upon exercise of the
Rights is subject to certain adjustments from time to time in the event of a
stock dividend on, or a subdivision or combination of, the Common Stock. The
Exercise Price for the Rights is subject to adjustment in the event of
extraordinary distributions of cash or other property to holders of Common
Stock.

         Unless the Rights are earlier redeemed, in the event that, after the
time that the Rights become exercisable, the Company were to be acquired in a
merger or other business combination (in which any shares of the Company's
Common Stock are changed into or exchanged for other securities or assets) or
more than 50% of the assets or earning power of the Company and its subsidiaries
(taken as a whole) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provisions will be made
so that each holder of record of a Right will from and after such date have the
right to receive, upon payment of the Exercise Price, that number of shares of
common stock of the acquiring company having a market value at the time of such
transaction equal to two times the Exercise Price. In addition, unless the
Rights are earlier redeemed, if a person or group becomes an Acquiring Person,
the Rights Agreement provides that each holder of record of a Right, other than
the Acquiring Person (whose Rights will thereupon become null and void), will
thereafter have the right to receive, upon payment of the Exercise Price, that
number of shares of the Company's Common Stock having a market value at the time
of the transaction equal to two times the Exercise Price.

         Fractions of shares of Common Stock may, at the election of the
Company, be evidenced by depositary receipts. The Company may also issue cash in
lieu of fractional shares.

         At any time on or prior to (i) the close of business on the tenth day
after the time that a person has become an Acquiring Person (subject to
extension by the Company in certain instances) (the "Stock Acquisition Date"),
or (ii) the Final Expiration Date, the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price"). The
Rights


                                       3
<PAGE>

may be redeemed after the time that any person has become an Acquiring Person
only if approved by a majority of the Continuing Directors. Immediately upon the
effective time of the action of the Board of Directors of the Company
authorizing redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of the Rights will be to receive the
Redemption Price. Notwithstanding the foregoing, following the Stock Acquisition
Date, the Company may reinstate the ability to redeem the Rights upon a majority
vote of the Continuing Directors if (a) an Acquiring Person transfers or
otherwise disposes of such number of shares of Common Stock, the occurrence of
which makes such person the beneficial owner of 10% or less of the Company's
Common Stock, and (b) there are no other persons immediately following the
occurrence of the event described in (a) above who are Acquiring Persons.

         For as long as the Rights are then redeemable, the Company may, except
with respect to the Redemption Price or the Final Expiration Date, amend the
Rights in any manner, including an amendment to extend the time period in which
the Rights may be redeemed. At any time when the Rights are not then redeemable,
the Company may amend the Rights in any manner that does not materially
adversely affect the interests of holders of the Rights as such. Amendments to
the Rights Agreement from and after the time that any person becomes an
Acquiring Person requires the approval of a majority of the Continuing Directors
(as provided in the Rights Agreement).

         Until a Right is exercised, the holder, as such, will have no rights as
a stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.

         The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group who attempts to acquire the Company on
terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board
since they may be redeemed by the Company at $.01 per Right at any time until
the close of business on the tenth day (or such later date as described above)
after a person or group has obtained beneficial ownership of 15% or more of the
voting stock.

         The form of the Rights Agreement between the Company and American Stock
Transfer and Trust Company, as rights agent, specifying the terms of the Rights,
which includes as Exhibit A the form of Summary of Rights to Purchase Common
Stock and as Exhibit B the form of Rights Certificate, is attached hereto as an
exhibit and incorporated herein by reference. The foregoing description of the
Rights is qualified by reference to the Rights Agreement.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits.

                  1. Rights Agreement, dated as of September 29, 1998 between
Commodore Holdings Limited and American Stock Transfer and Trust Company, as
Rights Agent.

                  2. Press Release, dated October 5, 1998.



                                       4
<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 hereunto duly authorized.

Dated:  October 19, 1998

                                           COMMODORE HOLDINGS LIMITED

                                           By: /s/ JEFFREY I. BINDER
                                              ----------------------------------
                                                    Jeffrey I. Binder,
                                                    Chairman of the Board


<PAGE>



                                 EXHIBIT INDEX


EXHIBIT                                DESCRIPTION
-------                                -----------

   1.         Rights Agreement, dated as of September 29, 1998 between Commodore
              Holdings Limited and American Stock Transfer and Trust Company, as
              Rights Agent.

   2.         Press Release, dated October 5, 1998.
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       DATE OF REPORT - SEPTEMBER 29, 1998
                       -----------------------------------
                        (Date of Earliest Event Reported)

                           COMMODORE HOLDINGS LIMITED
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     BERMUDA
                            ------------------------
                            (State of Incorporation)

      0-22908                                                        N/A
---------------------                                        -------------------
(Commission File No.)                                         (I.R.S. Employer
                                                             Identification No.)

  4000 HOLLYWOOD BOULEVARD, SUITE 385-S, SOUTH TOWER, HOLLYWOOD, FLORIDA 33021
  ----------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (954) 967-2100
                                 --------------
              (Registrant's telephone number, including area code)
ITEM 5.           OTHER EVENTS

         ADOPTION OF STOCKHOLDER RIGHTS PLAN

         On September 29, 1998, the Board of Directors of the Company declared a
dividend of one Common Stock Purchase Right (the "Right(s)") for each
outstanding share of Common Stock, par value $.01 per share (the "Common
Stock"), of the Company. The dividend is payable as of November 2, 1998 to
stockholders of record on that date. Each Right entitles the registered holder
to purchase from the Company one share of Common Stock at a per share price of
$28.34 (the "Exercise Price"), subject to certain adjustments. The description
and terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and American Stock Transfer and Trust Company,
as Rights Agent (the "Rights Agent"), dated as of September 29, 1998.

         Initially the Rights will not be exercisable, certificates will not be
sent to stockholders, and the Rights will automatically trade with the Common
Stock.

         The Rights, unless earlier redeemed by the Board of Directors, become
exercisable upon the close of business on the day (the "Distribution Date")
which is the earlier of (i) the tenth day following a public announcement that a
person or group of affiliated or associated persons, with certain exceptions set
forth below, has acquired beneficial ownership of 15% or more of the outstanding
voting stock of the Company (an "Acquiring Person") and (ii) the tenth business
day (or such later date as may be determined by the Board of Directors and the
Continuing Directors (as defined in the Rights Agreement) prior to such time as
any person or group of affiliated or associated persons becomes an Acquiring
Person) after the date of the commencement or announcement of a person's or
group's intention to commence a tender or exchange offer the consummation of
which would result in the ownership of 30% or more of the Company's outstanding
voting stock (even if no shares are actually purchased pursuant to such offer);
prior thereto, the Rights would not be exercisable, would not be represented by
a separate certificate, and would not be transferable apart from the Company's
Common Stock, but will instead be evidenced, with respect to any of the Common
Stock certificates outstanding as of November 2, 1998, by such Common Stock
certificate with a copy of a Summary of Rights attached thereto. An Acquiring
Person does not include (A) the Company, (B) any subsidiary of the Company, 
(C)any employee benefit plan or employee stock plan of the Company or of any
subsidiary of the Company, or any trust or other entity organized, appointed,
established or holding Common Stock for or pursuant to the terms of any such
plan, or (D) any person or group whose ownership of 15% or more of the shares of
voting stock of the Company then outstanding results solely from (i) any action
or transaction or transactions approved by the Board of Directors before such
person or group became an Acquiring Person or (ii) a reduction in the number of
issued and outstanding shares of voting stock of the Company pursuant to a
transaction or transactions approved by the Board of Directors (provided that
any person or group that does not become an Acquiring Person by reason of clause
(i) or (ii) above shall become an Acquiring Person upon acquisition of an
additional 1% of the Company's voting stock unless such acquisition of
additional voting stock will not result in such person or group becoming an
Acquiring Person by reason of such clause (i) or (ii)) or (E) any person who, as
of November 1, 1997, together with all affiliates and associates of such person,
was the beneficial owner of 15% or more of the voting stock of the Company
outstanding as of such date; provided, however, that any person described in
this clause (E) shall no longer be an exempt 

                                       2
person and shall become an Acquiring Person if such person, together with all
affiliates and associates of such person, after November 1, 1997 acquires
beneficial ownership of an additional 5% or more of the voting stock (unless
such acquisition is pursuant to a transaction described in clause (D)(i) or
(D)(ii) above).

         Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after November 2, 1998 will
contain a legend incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any of the Company's Common Stock certificates
outstanding as of November 2, 1998 with or without a copy of the Summary of
Rights attached, will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Company's
Common Stock as of the close of business on the Distribution Date and such
separate certificates alone will evidence the Rights from and after the
Distribution Date.

         The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on November 2, 2008 (the "Final Expiration
Date"), unless earlier redeemed by the Company as described below.

         The number of shares of Common Stock issuable upon exercise of the
Rights is subject to certain adjustments from time to time in the event of a
stock dividend on, or a subdivision or combination of, the Common Stock. The
Exercise Price for the Rights is subject to adjustment in the event of
extraordinary distributions of cash or other property to holders of Common
Stock.

         Unless the Rights are earlier redeemed, in the event that, after the
time that the Rights become exercisable, the Company were to be acquired in a
merger or other business combination (in which any shares of the Company's
Common Stock are changed into or exchanged for other securities or assets) or
more than 50% of the assets or earning power of the Company and its subsidiaries
(taken as a whole) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provisions will be made
so that each holder of record of a Right will from and after such date have the
right to receive, upon payment of the Exercise Price, that number of shares of
common stock of the acquiring company having a market value at the time of such
transaction equal to two times the Exercise Price. In addition, unless the
Rights are earlier redeemed, if a person or group becomes an Acquiring Person,
the Rights Agreement provides that each holder of record of a Right, other than
the Acquiring Person (whose Rights will thereupon become null and void), will
thereafter have the right to receive, upon payment of the Exercise Price, that
number of shares of the Company's Common Stock having a market value at the time
of the transaction equal to two times the Exercise Price.

         Fractions of shares of Common Stock may, at the election of the
Company, be evidenced by depositary receipts. The Company may also issue cash in
lieu of fractional shares.

         At any time on or prior to (i) the close of business on the tenth day
after the time that a person has become an Acquiring Person (subject to
extension by the Company in certain instances) (the "Stock Acquisition Date"),
or (ii) the Final Expiration Date, the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price"). The
Rights

                                       3
may be redeemed after the time that any person has become an Acquiring Person
only if approved by a majority of the Continuing Directors. Immediately upon the
effective time of the action of the Board of Directors of the Company
authorizing redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of the Rights will be to receive the
Redemption Price. Notwithstanding the foregoing, following the Stock Acquisition
Date, the Company may reinstate the ability to redeem the Rights upon a majority
vote of the Continuing Directors if (a) an Acquiring Person transfers or
otherwise disposes of such number of shares of Common Stock, the occurrence of
which makes such person the beneficial owner of 10% or less of the Company's
Common Stock, and (b) there are no other persons immediately following the
occurrence of the event described in (a) above who are Acquiring Persons.

         For as long as the Rights are then redeemable, the Company may, except
with respect to the Redemption Price or the Final Expiration Date, amend the
Rights in any manner, including an amendment to extend the time period in which
the Rights may be redeemed. At any time when the Rights are not then redeemable,
the Company may amend the Rights in any manner that does not materially
adversely affect the interests of holders of the Rights as such. Amendments to
the Rights Agreement from and after the time that any person becomes an
Acquiring Person requires the approval of a majority of the Continuing Directors
(as provided in the Rights Agreement).

         Until a Right is exercised, the holder, as such, will have no rights as
a stockholder of the Company, including, without limitation, the right to vote
or to receive dividends.

         The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group who attempts to acquire the Company on
terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board
since they may be redeemed by the Company at $.01 per Right at any time until
the close of business on the tenth day (or such later date as described above)
after a person or group has obtained beneficial ownership of 15% or more of the
voting stock.

         The form of the Rights Agreement between the Company and American Stock
Transfer and Trust Company, as rights agent, specifying the terms of the Rights,
which includes as Exhibit A the form of Summary of Rights to Purchase Common
Stock and as Exhibit B the form of Rights Certificate, is attached hereto as an
exhibit and incorporated herein by reference. The foregoing description of the
Rights is qualified by reference to the Rights Agreement.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits.

                  1. Rights Agreement, dated as of September 29, 1998 between
Commodore Holdings Limited and American Stock Transfer and Trust Company, as
Rights Agent.

                  2. Press Release, dated October 5, 1998.

                                       4
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 hereunto duly authorized.

Dated:  October 19, 1998

                                           COMMODORE HOLDINGS LIMITED

                                           By: /s/ JEFFREY I. BINDER
                                              ----------------------------------
                                                    Jeffrey I. Binder,
                                                    Chairman of the Board
EXHIBIT INDEX

EXHIBIT                                DESCRIPTION
-------                                -----------

   1.         Rights Agreement, dated as of September 29, 1998 between Commodore
              Holdings Limited and American Stock Transfer and Trust Company, as
              Rights Agent.

   2.         Press Release, dated October 5, 1998.