<PAGE>
    As filed with the Securities and Exchange Commission on October 11, 2002
                                                         Registration No. 333-**
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                          KERZNER INTERNATIONAL LIMITED
               (Exact name of company as specified in its charter)

      Commonwealth of The Bahamas                      98-0136554
   (State or Other Jurisdiction of                  (I.R.S. Employer
    Incorporation or Organization)                 Identification No.)


                          Kerzner International Limited
                                  Coral Towers
                          Paradise Island, The Bahamas
                                 (242) 363-6000
               (Address of principal executive offices) (Zip Code)


                          Kerzner International Limited
                           Deferred Compensation Plan
                            (Full title of the plan)

                           Corporation Service Company
                         2711 Centerville Rd. Suite 400
                              Wilmington, DE 19808
                     (Name and address of agent for service)

                                 (800) 927-9801
          (Telephone number, including area code, of agent for service)

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

                         Copy of all communications to:
                             Robert J. Lichtenstein
                           Morgan, Lewis & Bockius LLP
                               1701 Market Street
                      Philadelphia, Pennsylvania 19103-2921
                                 (215) 963-5000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===================================================================================================================================

                                                           Proposed maximum           Proposed maximum
    Title of securities            Amount to be             offering price               Aggregate                 Amount of
     to be registered             registered (1)             per share (1)           offering price (1)       registration fee (1)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                         <C>                  <C>                           <C>
   Deferred Compensation
        Obligations                    N/A                        N/A                   $10,000,000                   $920
===================================================================================================================================
</TABLE>

(1)  This Registration Statement covers Deferred Compensation Obligations which
     may be offered or sold pursuant to the Kerzner International Limited
     Deferred Compensation Plan.

================================================================================
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed with the U.S. Securities and Exchange
Commission (the "Commission") by Kerzner International Limited (the "Company")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Form S-8 Registration Statement
(the "Registration Statement") and made a part hereof:

         1. The Company's Annual Report on Form 20-F for the year ended December
31, 2001 (the "Annual Report"); and

         2. The Company's Reports on Form 6-K filed on June 6, 2002, June 25,
2002, June 27, 2002, July 1, 2002, August 9, 2002, August 21, 2002, September
10, 2002, September 13, 2002, September 17, 2002, and September 18, 2002.

         All documents and reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents or reports. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified shall not be deemed to
constitute a part of the Registration Statement except as so modified and any
statement so superseded shall not be deemed to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.
         -------------------------

         The securities to be offered under the Kerzner International Limited
Deferred Compensation Plan (the "Plan") are deferred compensation obligations of
Kerzner International Limited. The rights of these obligations are defined by
and set forth in the Plan which has been attached hereto as Exhibit 99.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         The consolidated financial statements of Kerzner International Limited
(formerly Sun International Hotels Limited) as of December 31, 2000 and 2001 and
for each of the three years in the period ended December 31, 2001 incorporated
in this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as stated in their report incorporated by
reference herein in reliance upon such firm in giving said reports. Arthur
Andersen LLP has not consented to the inclusion of their report in this
registration statement, and we have dispensed with the requirement to file their
consent in reliance upon Rule 437a of the Securities Act. Because Arthur
Andersen LLP has not consented to the inclusion of their report in this
registration statement, you may not be able to recover against Arthur Andersen
LLP under Section 11 of the Securities Act for any untrue statements of a
material fact contained in the financial statements audited by Arthur Andersen
LLP or any omissions to state a material fact required to be stated therein.

                                      II-1
<PAGE>

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Section 56 of the International Business Companies Act, as amended (the
"IBCA"), empowers a company incorporated under the IBCA to indemnify against all
expenses, including legal fees, and against all judgments, fines and amounts
paid in settlement and reasonably incurred in connection with legal,
administrative or investigative proceedings any person who is or was (a) a party
or is threatened to be made a party to any threatened, pending or completed
proceedings, whether civil, criminal, administrative or investigative, by reason
of the fact that the person is or was a director, an officer or a liquidator of
the company, or (b) at the request of the company, serving as a director,
officer or liquidator of, or in any other capacity for, another company or a
partnership, joint venture, trust or other enterprise, provided, however, that
such indemnification may only be provided to a person if the person acted
honestly and in good faith with a view to the best interests of the company and,
in the case of the criminal proceedings, the person had no reasonable cause to
believe that his conduct was unlawful. The decision of the directors as to
whether the person acted honestly and in good faith and with a view to the best
interests of the company and as to whether the person had no reasonable cause to
believe that his conduct was unlawful is, in the absence of fraud, sufficient
for the purposes of the IBCA unless a question of law is involved.

         Kerzner International Limited provides for indemnification of its
directors and officers pursuant to Article 85 of its Articles of Association, as
amended, which provides that, net of any indemnification an officer or director
of Kerzner International Limited receives from another source, Kerzner
International Limited will indemnify its officers and directors to the fullest
extent permitted by the IBCA.

         Pursuant to Section 57 of the IBCA, a company incorporated under the
IBCA may purchase and maintain insurance in relation to any person who is or was
(a) a director, a registered agent, an officer or a liquidator of the company,
or (b) at the request of the company, serving as a director, a registered agent,
an officer or a liquidator, or in any other capacity for, another company or a
partnership, joint venture, trust or other enterprise against a liability
asserted against and incurred by such person in that capacity, whether or not
the company has or would have had the power to indemnify the person against the
liability under Section 56 of the IBCA as described above.

         Kerzner International Limited has purchased directors' and officers'
liability insurance policies indemnifying its officers and directors and the
officers and directors of its subsidiaries against claims and liabilities (with
stated exceptions) to which they may become subject by reason of their positions
with Kerzner International Limited or its subsidiaries as directors and
officers.


Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not Applicable

                                      II-2
<PAGE>

Item 8.  Exhibits.
         --------
<TABLE>
<CAPTION>

       Exhibit Numbers                                       Exhibit
       ----------------------------------------------------------------------------------
<S>                              <C>
             5.1            Opinion of Counsel
            23.2            Consent of Counsel (incorporated by reference to Exhibit 5.1)
             24             Power of Attorney (included as part of the signature page)
            99.1            Kerzner International Limited Deferred Compensation Plan
</TABLE>

Item 9.  Undertakings.
         ------------

         The undersigned hereby undertakes:

               (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;
                           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 subparagraphs (a)(1)(i) and (a)(1)(ii) of this
         section do not apply if the information required to be included in a
         post-effective amendment by those subparagraphs is contained in
         periodic reports filed with or furnished to the Commission by the
         Company pursuant to Section 13 or Section 15(d) of the Exchange Act
         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; and

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

         The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this 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-3
<PAGE>

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.










                                      II-4

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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, on this 9th day of October, 2002. The undersigned certifies that a
majority of the Company's Directors and the Company's Chief Executive Officer,
Chief Financial Officer and Secretary have appointed the undersigned as their
true and lawful attorney-in-fact to execute and cause to be filed with the
Securities and Exchange Commission this Registration Statement, with all
exhibits and any and all documents required to be filed with respect thereto,
and to do and perform each and every act and thing necessary to effectuate the
same.


                                  KERZNER INTERNATIONAL LIMITED


                                  By:  /s/ William C. Murtha
                                       ----------------------------------------
                                       Name:  William C. Murtha (signing on
                                       behalf of the Company, as the Company's
                                       Authorized Representative in the United
                                       States, and as the Representative of the
                                       Plan)




                                      II-5

<PAGE>





                            INDEX TO EXHIBITS



Exhibit Numbers                                       Exhibit
--------------------------------------------------------------------------------
      5.1            Opinion of Counsel
     23.2            Consent of Counsel (included as part of Exhibit 5.1)
      24             Power of Attorney (included as part of the signature page)
     99.1            Kerzner Deferred Compensation Plan
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "secsgml_size_bytes": 16935}]
{"company-data": {"conformed-name": "KERZNER INTERNATIONAL LTD", "cik": "0000914444", "assigned-sic": "7990", "irs-number": "980136554", "state-of-incorporation": "C5", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100522", "film-number": "02787859"}, "business-address": {"street1": "ATLANTIS, CORAL TOWERS", "street2": "EXECUTIVE OFFICES", "city": "PARADISE ISLAND, BAH", "state": "C5", "zip": "NONE", "phone": "242-363-6000"}, "mail-address": {"street1": "ATLANTIS, CORAL TOWERS", "street2": "EXECUTIVE OFFICES", "city": "PARADISE ISLAND, BAH", "state": "C5", "zip": "NONE"}, "former-company": {"former-conformed-name": "SUN INTERNATIONAL HOTELS LTD", "date-changed": "19931104"}}
As filed with the Securities and Exchange Commission on October 11, 2002
                                                         Registration No. 333-**
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                          KERZNER INTERNATIONAL LIMITED
               (Exact name of company as specified in its charter)

      Commonwealth of The Bahamas                      98-0136554
   (State or Other Jurisdiction of                  (I.R.S. Employer
    Incorporation or Organization)                 Identification No.)

                          Kerzner International Limited
                                  Coral Towers
                          Paradise Island, The Bahamas
                                 (242) 363-6000
               (Address of principal executive offices) (Zip Code)

                          Kerzner International Limited
                           Deferred Compensation Plan
                            (Full title of the plan)

                           Corporation Service Company
                         2711 Centerville Rd. Suite 400
                              Wilmington, DE 19808
                     (Name and address of agent for service)

                                 (800) 927-9801
          (Telephone number, including area code, of agent for service)

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

                         Copy of all communications to:
                             Robert J. Lichtenstein
                           Morgan, Lewis & Bockius LLP
                               1701 Market Street
                      Philadelphia, Pennsylvania 19103-2921
                                 (215) 963-5000

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================

                                                           Proposed maximum           Proposed maximum
    Title of securities            Amount to be             offering price               Aggregate                 Amount of
     to be registered             registered (1)             per share (1)           offering price (1)       registration fee (1)
-----------------------------------------------------------------------------------------------------------------------------------
Deferred Compensation
        Obligations                    N/A                        N/A                   $10,000,000                   $920
===================================================================================================================================
(1)  This Registration Statement covers Deferred Compensation Obligations which
     may be offered or sold pursuant to the Kerzner International Limited
     Deferred Compensation Plan.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed with the U.S. Securities and Exchange
Commission (the "Commission") by Kerzner International Limited (the "Company")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Form S-8 Registration Statement
(the "Registration Statement") and made a part hereof:

         1. The Company's Annual Report on Form 20-F for the year ended December
31, 2001 (the "Annual Report"); and

         2. The Company's Reports on Form 6-K filed on June 6, 2002, June 25,
2002, June 27, 2002, July 1, 2002, August 9, 2002, August 21, 2002, September
10, 2002, September 13, 2002, September 17, 2002, and September 18, 2002.

         All documents and reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents or reports. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified shall not be deemed to
constitute a part of the Registration Statement except as so modified and any
statement so superseded shall not be deemed to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.
         -------------------------

         The securities to be offered under the Kerzner International Limited
Deferred Compensation Plan (the "Plan") are deferred compensation obligations of
Kerzner International Limited. The rights of these obligations are defined by
and set forth in the Plan which has been attached hereto as Exhibit 99.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         The consolidated financial statements of Kerzner International Limited
(formerly Sun International Hotels Limited) as of December 31, 2000 and 2001 and
for each of the three years in the period ended December 31, 2001 incorporated
in this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as stated in their report incorporated by
reference herein in reliance upon such firm in giving said reports. Arthur
Andersen LLP has not consented to the inclusion of their report in this
registration statement, and we have dispensed with the requirement to file their
consent in reliance upon Rule 437a of the Securities Act. Because Arthur
Andersen LLP has not consented to the inclusion of their report in this
registration statement, you may not be able to recover against Arthur Andersen
LLP under Section 11 of the Securities Act for any untrue statements of a
material fact contained in the financial statements audited by Arthur Andersen
LLP or any omissions to state a material fact required to be stated therein.

                                      II-1
Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Section 56 of the International Business Companies Act, as amended (the
"IBCA"), empowers a company incorporated under the IBCA to indemnify against all
expenses, including legal fees, and against all judgments, fines and amounts
paid in settlement and reasonably incurred in connection with legal,
administrative or investigative proceedings any person who is or was (a) a party
or is threatened to be made a party to any threatened, pending or completed
proceedings, whether civil, criminal, administrative or investigative, by reason
of the fact that the person is or was a director, an officer or a liquidator of
the company, or (b) at the request of the company, serving as a director,
officer or liquidator of, or in any other capacity for, another company or a
partnership, joint venture, trust or other enterprise, provided, however, that
such indemnification may only be provided to a person if the person acted
honestly and in good faith with a view to the best interests of the company and,
in the case of the criminal proceedings, the person had no reasonable cause to
believe that his conduct was unlawful. The decision of the directors as to
whether the person acted honestly and in good faith and with a view to the best
interests of the company and as to whether the person had no reasonable cause to
believe that his conduct was unlawful is, in the absence of fraud, sufficient
for the purposes of the IBCA unless a question of law is involved.

         Kerzner International Limited provides for indemnification of its
directors and officers pursuant to Article 85 of its Articles of Association, as
amended, which provides that, net of any indemnification an officer or director
of Kerzner International Limited receives from another source, Kerzner
International Limited will indemnify its officers and directors to the fullest
extent permitted by the IBCA.

         Pursuant to Section 57 of the IBCA, a company incorporated under the
IBCA may purchase and maintain insurance in relation to any person who is or was
(a) a director, a registered agent, an officer or a liquidator of the company,
or (b) at the request of the company, serving as a director, a registered agent,
an officer or a liquidator, or in any other capacity for, another company or a
partnership, joint venture, trust or other enterprise against a liability
asserted against and incurred by such person in that capacity, whether or not
the company has or would have had the power to indemnify the person against the
liability under Section 56 of the IBCA as described above.

         Kerzner International Limited has purchased directors' and officers'
liability insurance policies indemnifying its officers and directors and the
officers and directors of its subsidiaries against claims and liabilities (with
stated exceptions) to which they may become subject by reason of their positions
with Kerzner International Limited or its subsidiaries as directors and
officers.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not Applicable

                                      II-2
Item 8.  Exhibits.
         --------
Exhibit Numbers                                       Exhibit
       ----------------------------------------------------------------------------------
5.1            Opinion of Counsel
            23.2            Consent of Counsel (incorporated by reference to Exhibit 5.1)
             24             Power of Attorney (included as part of the signature page)
            99.1            Kerzner International Limited Deferred Compensation Plan
Item 9.  Undertakings.
         ------------

         The undersigned hereby undertakes:

               (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;
                           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 subparagraphs (a)(1)(i) and (a)(1)(ii) of this
         section do not apply if the information required to be included in a
         post-effective amendment by those subparagraphs is contained in
         periodic reports filed with or furnished to the Commission by the
         Company pursuant to Section 13 or Section 15(d) of the Exchange Act
         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; and

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

         The undersigned company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this 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-3
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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, on this 9th day of October, 2002. The undersigned certifies that a
majority of the Company's Directors and the Company's Chief Executive Officer,
Chief Financial Officer and Secretary have appointed the undersigned as their
true and lawful attorney-in-fact to execute and cause to be filed with the
Securities and Exchange Commission this Registration Statement, with all
exhibits and any and all documents required to be filed with respect thereto,
and to do and perform each and every act and thing necessary to effectuate the
same.

                                  KERZNER INTERNATIONAL LIMITED

                                  By:  /s/ William C. Murtha
                                       ----------------------------------------
                                       Name:  William C. Murtha (signing on
                                       behalf of the Company, as the Company's
                                       Authorized Representative in the United
                                       States, and as the Representative of the
                                       Plan)

                                      II-5
INDEX TO EXHIBITS

Exhibit Numbers                                       Exhibit
--------------------------------------------------------------------------------
      5.1            Opinion of Counsel
     23.2            Consent of Counsel (included as part of Exhibit 5.1)
      24             Power of Attorney (included as part of the signature page)
     99.1            Kerzner Deferred Compensation Plan